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

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During Pending the period from Closing. The Company agrees that, between the date of this Agreement to and the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent shall consent in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company Letterand the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the Company shall, and shall cause each ordinary course of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and business consistent with past practice, practice and (2) the Company shall use commercially its reasonable best efforts to keep available the services of their present such of the current officers, software developers significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the customers, suppliers and other employees and to substantially preserve their relationships persons with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its Subsidiaries with respect to matters specifically addressed by any provision business organization. By way of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Timeamplification and not limitation, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 5.01 of the Company Letter (with specific reference to the subsection Disclosure Schedule or as contemplated by any other provision of this Section 4.01(a) to which the information stated in such disclosure relates)Agreement, the Company shall not, and shall not neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its Subsidiaries or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. During the period from the date of this Agreement to the earlier to occur of (i) the date of the termination of this Agreement and (ii) the Effective Time, except (ias set forth in this Section 4.01(a) with of the prior written consent of Company Disclosure Letter or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) or as otherwise permitted, (ii) as contemplated or required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letterrequired by Law, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects its business in the ordinary course, and course consistent with past practicepractice and in compliance with all material Laws and all material authorizations from Governmental Entities prior to the Closing and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and goodwill, preserve its assets and properties in good repair and condition, maintain capital expenditure levels consistent with past practices, keep available the services of their present its current officers, software developers and other employees and to substantially consultants and preserve their its relationships with customers, suppliers, licensors, licensees, distributors distributors, and others having material significant business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect it. In addition to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of (i) the date of the termination of this Agreement and (ii) the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as otherwise set forth in Section 4.01(a) of the Company Disclosure Letter (with specific reference to the subsection of or as otherwise permitted, contemplated or required by this Section 4.01(a) to which the information stated in such disclosure relates)Agreement or required by Law, the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed):

Conduct of Business by the Company. During the period from the date of this Agreement and the earlier to occur of the Topco Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as extent required by applicable Law Law, as otherwise expressly required or (iii) as specifically contemplated permitted by this Agreement or as set forth may be consented to in Section 4.01(a) of the Company Letterwriting by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shallParties shall use their commercially reasonable efforts to, and shall cause each of the Company Subsidiaries to use its Subsidiaries to, use commercially reasonable efforts to to, (x) carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to and (y) (1) maintain its material assets and properties in their current condition (normal wear and tear excepted), (2) preserve intact in all material respects their present business organizations, ongoing businesses and significant business relationships, (3) keep available the services of their present officers, software developers and other employees and to substantially (4) preserve their relationships with customersthe Company’s (and, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by following the Company or its Subsidiaries with respect to matters specifically addressed by any provision Merger Effective Time, New Liberty Holdco’s) status as a REIT within the meaning of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionthe Code. Without in any way limiting the generality of the foregoing, none of the Company Parties or any of the Company Subsidiaries will, during the period from the date of this Agreement Interim Period, except to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as extent required by applicable Law Law, as otherwise expressly required or (iii) as specifically contemplated permitted by this Agreement or as set forth may be consented to in Section 4.01(a) of the Company Letter writing by Parent (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and consent shall not permit any of its Subsidiaries to:be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company. During the period from (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the Effective Time“Termination Date”), and except (i) with as may be required by applicable Law or the prior written consent regulations or requirements of Parent (such consent not any stock exchange or regulatory organization applicable to be unreasonably withheldthe Company or any of its Subsidiaries, conditioned or delayed)as expressly required by a Company Permit, (ii) as required may be consented to in writing by applicable Law Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as specifically may be expressly contemplated or required by this Agreement Agreement, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to an Emergency or (v) as set forth in Section 4.01(a5.1(a) of the Company LetterDisclosure Schedule, the Company covenants and agrees that the Company shall, and shall cause each of its Subsidiaries to, use their respective commercially reasonable efforts to carry on (w) conduct their respective businesses in all material respects in the ordinary course, and consistent (x) to the extent within their applicable power, cause the Significant JV Entities to conduct their respective businesses in accordance with past practicethe organizational documents of such Significant JV Entity, use commercially reasonable efforts to keep available the services of (y) preserve substantially intact their present officers, software developers lines of business and other employees maintain their material rights and to substantially Company Permits and (z) preserve their relationships with customers, significant customers and suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed prohibited or required by any provision of this Section 4.01 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific other provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:.

Conduct of Business by the Company. During the period from the date of this Agreement until the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as extent required by applicable Law Law, as otherwise expressly required or (iii) as specifically contemplated permitted by this Agreement or as set forth may be consented to in Section 4.01(a) of the Company Letterwriting by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shallParties shall use their commercially reasonable efforts to, and shall cause each of the Company Subsidiaries to use its Subsidiaries to, use commercially reasonable efforts to to, (x) carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to and (y) (1) maintain its material assets and properties in their current condition (normal wear and tear excepted), (2) preserve intact in all material respects their present business organizations, ongoing businesses and significant business relationships, (3) keep available the services of their present officers, software developers and other employees and to substantially (4) preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision Company’s status as a REIT within the meaning of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionthe Code. Without in any way limiting the generality of the foregoing, none of the Company Parties or any of the Company Subsidiaries will (and the Company Parties will cause the Company Subsidiaries not to), during the period from the date of this Agreement Interim Period, except to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as extent required by applicable Law Law, as otherwise expressly required or (iii) as specifically contemplated permitted by this Agreement or as set forth may be consented to in Section 4.01(a) of the Company Letter writing by Parent (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and consent shall not permit any of its Subsidiaries to:be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company. During the period Except for: (A) matters set forth in Schedule 5.01(a), (B) otherwise expressly permitted by this Agreement or (C) as required by applicable Law, from the date of this Agreement until the earlier to occur of the Effective Time, except (i) with the prior written consent Time or termination of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letterpursuant to Article VIII, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use commercially all reasonable efforts to carry on their respective businesses in all material respects in the ordinary coursepreserve intact its current business organization, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and its current officers or other employees who have a significant role in the Company and to substantially preserve their keep its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however them to the end that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 goodwill and ongoing business shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionunimpaired at the Effective Time. Without in any way In addition, and without limiting the generality of the foregoing, during the period except for matters set forth in Schedule 5.01(a) or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), Time the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent (it being understood that Parent shall consider in good faith any reasonable request for such consent submitted by the Company in writing, and shall use its Subsidiaries to:reasonable best efforts to provide an initial response to any such request, which may be a rejection of such request or a statement that additional time is needed to consider such request, within five (5) Business Days of Parent’s receipt of such request):

Conduct of Business by the Company. During Pending the period Acquisition. The Sellers agree that, from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to the Effective TimeArticle VIII, except as (ix) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iiiy) as specifically expressly contemplated or permitted by this Agreement Agreement, unless the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or as set forth in Section 4.01(aconditioned), the Sellers shall procure that (i) the businesses of the Company Letter, Group Companies shall be conducted in the ordinary course of business in a manner consistent with past practice; and (ii) the Company shall, and shall cause each of use its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses preserve the assets and the business organization of the Group Companies in all material respects in the ordinary courserespects, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officersthe current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, software developers suppliers and other employees and to substantially preserve their relationships persons with customers, suppliers, licensors, licensees, distributors and others having which any Group Companies has material business dealings with them; provided, however that no action by relations as of the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisiondate hereof. Without in any way limiting the generality of the foregoingforegoing paragraph, during the period from the date of this Agreement until the earlier of the Closing and termination of this Agreement pursuant to the Effective TimeArticle VIII, except as (ix) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iiiy) as specifically expressly contemplated or permitted by this Agreement Agreement, the Sellers shall procure that no Group Company, directly or as set forth in Section 4.01(a) indirectly, do or propose to do any of the Company Letter following without the prior written consent of the Purchaser (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and consent shall not permit any of its Subsidiaries to:be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company. During the period from the date of this Agreement and the earlier to occur of the Company Merger Effective TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) with to the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)extent required by Law, (ii) as otherwise expressly required or permitted by applicable Law or this Agreement, (iii) as specifically contemplated may be consented to in writing by this Agreement Parent (which consent shall not be unreasonably withheld, delayed or as set forth in Section 4.01(aconditioned) of the Company Letteror (iv) any action taken, or omitted to be taken, pursuant to any COVID-19 Measures, the Company shallParties shall use their commercially reasonable efforts to, and shall cause each of the Company Subsidiaries to use its Subsidiaries to, use commercially reasonable efforts to to, (A) carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to and (B) (1) maintain its material assets and properties in their current condition (normal wear and tear excepted), (2) preserve intact in all material respects their present business organizations, ongoing businesses and significant business relationships, (3) keep available the services of their present officers, software developers and other employees and to substantially (4) preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision Company’s status as a REIT within the meaning of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionthe Code. Without in any way limiting the generality of the foregoing, none of the Company Parties or any of the Company Subsidiaries will, during the period from the date of this Agreement to the Effective TimeInterim Period, except (iw) with to the prior written consent of extent required by Law, (x) as otherwise expressly required or permitted by this Agreement, (y) as may be consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed, (iiconditioned) as required by applicable Law or (iiiz) as specifically contemplated by this Agreement any action taken, or as set forth in Section 4.01(a) of the Company Letter (with specific reference omitted to the subsection of this Section 4.01(a) be taken, pursuant to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries toCOVID-19 Measures:

Conduct of Business by the Company. During Except (i) as expressly set forth in the period Company Disclosure Letter; (ii) as expressly permitted, contemplated or required by this Agreement; (iii) as required by applicable Law or by the terms of any Contracts in effect as of the date hereof or taken at the direction of Parent or its Affiliates pursuant to any existing Contract; (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed); or (v) for actions taken to implement Governmental Orders issued, or to take actions reasonable necessary, in response to COVID-19, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct the business of the Company and each Company Subsidiary in the ordinary course of business consistent with past practice in all material respects and in compliance with applicable Laws. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forth in Section 5.01 of the Company Disclosure Letter; (ii) as expressly permitted, contemplated or required by this Agreement; (iii) as required by applicable Law or by the terms of any Contracts in effect as of the date hereof; (iv) for actions taken to implement Governmental Orders issued, or to take actions reasonable necessary, in response to COVID-19; or (v) with the prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall use commercially reasonable efforts to not, and shall use commercially reasonable efforts to not cause or permit any of its Subsidiaries Company Subsidiary to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a5.01(a) of the Company LetterDisclosure Letter or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 5.01(a)(i) through (xv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing (including in respect of research, development and clinical trial activities and programs) and shall use commercially reasonable efforts to carry on their respective businesses such business in compliance in all material respects in with all applicable laws, rules, regulations and treaties and, to the ordinary course, and extent consistent with past practicetherewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of their present its current officers, software developers and other employees and to substantially consultants and preserve their its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however it with the intention that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 goodwill and ongoing business shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionunimpaired at the Effective Time. Without in any way In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as otherwise set forth in Section 4.01(a5.01(a) of the Company Letter Disclosure Letter, (1) the Company shall comply with specific reference to its obligations under Section 8(a) of the subsection of this Section 4.01(aCredit Agreement as in effect on the date hereof, and (2) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. During the period from (a) From and after the date of hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by Law, (ii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned, provided that Parent shall be deemed to have consented if Parent does not object within three (3) Business Days (as defined below) after a written request for such consent is delivered to Parent by the Company), (iii) as may be set forth in or permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, the business of the Company shall be conducted in the ordinary course of business and the Company agrees to use its commercially reasonable efforts to preserve substantially intact its business organizations, to keep available the services of those of its present officers, employees and workforce generally and to preserve its present relationships with significant customers and suppliers. Business Day shall mean any day that banks are open for business in New York City (“Business Day”). The Company agrees with Parent, that between the date hereof and the Effective Time, except (i) with the prior written consent of Parent (such consent not to as may be unreasonably withheld, conditioned or delayed)required by Law, (ii) as required may be consented to in writing by applicable Law Parent (which consent shall not be unreasonably withheld, delayed or conditioned, provided that Parent shall be deemed to have consented if Parent does not object within three (3) Business Days after a written request for such consent is delivered to Parent by the Company), (iii) as may be specifically contemplated set forth in or permitted by this Agreement or (iv) as set forth in Section 4.01(a) 5.1 of the Company LetterDisclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries toCompany:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company LetterLetter or as needed to comply with applicable Law, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and course consistent with past practicepractice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officersofficers and employees, software developers to preserve their assets and other employees and to substantially preserve technology, their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; providedthem and to maintain their franchises, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionrights and Permits. Without in any way limiting the generality of the foregoingforegoing paragraph, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) 4.01 to which the information stated in such disclosure relates)) or as needed to comply with applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During Except as (i) set forth on Schedule 4.1(a) of the Company Disclosure Letter, (ii) required by applicable Law, (iii) permitted or contemplated by this Agreement or (iv) consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its the Company Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the accordance with their ordinary course, and course consistent with past practicepractice and, to the extent consistent therewith, subject to the restrictions set forth below in this Section 4.1(a), use commercially reasonable efforts to preserve intact their current business organizations, keep available the services of their present officers, software developers key officers and other employees key managers and to substantially preserve their business relationships with material customers, suppliers, licensors, licensees, distributors and others other persons having material business dealings with them; provided, however however, that no action by the Company or its Subsidiaries any Company Subsidiary with respect to matters specifically addressed by any other provision of this Section 4.01 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific other provision. Without in any way limiting the generality of the foregoing, except as (i) set forth on Schedule 4.1(a) of the Company Disclosure Letter, (ii) required by applicable Law, (iii) contemplated by this Agreement or (iv) consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, not and shall not permit any of its Subsidiaries Company Subsidiary to:

Conduct of Business by the Company. During Pending the period from Closing. The Company agrees that between the date of this Agreement to and the First Merger Effective TimeTime or the date, if any, on which this Agreement is terminated in accordance with Article VIII, except (ia) with as set forth in Section 5.1 of the prior written consent of Company Disclosure Letter, (b) as expressly required or permitted pursuant to this Agreement, (c) to the extent otherwise required by Law or (d) as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, shall and shall cause each of the Company Subsidiaries to (x) conduct its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses business in all material respects in the ordinary course, course of business and in a manner consistent with past practice, and (y) use its commercially reasonable efforts to (A) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (B) provided it does not require additional compensation, keep available the services of their its present officers, software developers (C) maintain all Company Insurance Policies and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by (D) maintain the qualification of the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed as a breach of this sentence unless such action would constitute a breach of such specific provisionREIT. Without in any way limiting the generality of the foregoing, during the period from Company agrees that between the date of this Agreement to and the First Merger Effective TimeTime or the date, if any, on which this Agreement is terminated in accordance with Article VIII, except (ia) with as set forth in Section 5.1 of the prior written consent of Company Disclosure Letter, (b) as expressly required or permitted pursuant to this Agreement, (c) to the extent otherwise required by Law or (d) as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to:

Conduct of Business by the Company. During Except as otherwise expressly required or permitted by this Agreement, as set forth in Section 5.1(a) of the Company Disclosure Letter or as may be required by Law (including “shelter-in-place,” “stay-at-home” and similar Laws), during the period from the date of this Agreement to until the Effective Time, except (i) with the prior written consent of as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) carry on their respective businesses its business in the ordinary course in all material respects, and (ii) preserve substantially intact its business organization, substantially preserve its assets, rights and properties in good repair and condition, keep available in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present its current officers, software developers and other employees and to substantially consultants and preserve their its goodwill and its relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect it. In addition to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way and without limiting the generality of the foregoing, during the period from the date of this Agreement to until the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned as otherwise expressly required or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated permitted by this Agreement or Agreement, as set forth in Section 4.01(a5.1(a) of the Company Disclosure Letter or as may be required by Law (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relatesincluding “shelter-in-place,” “stay-at-home” and similar Laws), the Company shall not, and shall not permit any of its Subsidiaries Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) with as set forth in Section 5.1(a) of the prior written consent of Company Disclosure Letter, (ii) as required by applicable Law, (iii) as consented to in writing in advance by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), (iiiv) as otherwise specifically required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a(v) of for transactions solely between or among the Company Letterand any of its Subsidiaries, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses its business in the ordinary course consistent with past practice in all material respects and use reasonable best efforts to preserve intact its business organization, preserve its assets, rights and properties in the ordinary coursegood repair and condition, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers preserve its goodwill and other employees and to substantially preserve their its relationships with employees, customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect it. In addition to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with as set forth in Section 5.1(a) of the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayedCompany Disclosure Letter, (ii) as required by applicable Law or Law, (iii) as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as otherwise specifically contemplated required by this Agreement or as set forth in Section 4.01(a(v) of for transactions solely between or among the Company Letter (with specific reference to the subsection and any of this Section 4.01(a) to which the information stated in such disclosure relates)its Subsidiaries, the Company shall not, and shall not permit any of its wholly-owned Subsidiaries to:

Conduct of Business by the Company. During Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time, except (i) with the prior written consent Time or termination of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letterpursuant to Article VIII, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and course consistent with past practice. To the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to to: (i) preserve intact their current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their present officers, software developers current officers and other key employees who are integral to the operation of their businesses as presently conducted and to substantially (iii) preserve their relationships with customers, suppliers, licensors, licensees, distributors and others those Persons having material business dealings relations with them; provided, however however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 6.2 shall be deemed a breach of this sentence Section 6.1 unless such action would constitute a breach of such specific provision. Without in any way limiting the generality provision of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:6.2.

Conduct of Business by the Company. During Except for matters (i) as expressly set forth in Section 5.01 of the period Company Disclosure Letter, (ii) expressly required by this Agreement or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, (x) conduct the business of the Company and each Company Subsidiary in the ordinary course of business (including using commercially reasonable efforts to preserve material rights and remedies against counterparties under or in connection with the Material Contracts (including, for the avoidance of doubt, sending customary reservation of rights letters to the applicable counterparties to preserve such material rights and remedies)) and (y) use reasonable best efforts to preserve intact its business organization and use its commercially reasonable efforts to keep available the services of its current officers and employees, maintain existing relations and goodwill with customers, suppliers, creditors, lessors, Governmental Entities and other Persons having business relationships with the Company or any Company Subsidiary. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forth in Section 5.01 of the Company Disclosure Letter, (ii) expressly required by this Agreement or (iii) with the prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following:

Conduct of Business by the Company. During Except (v) as set forth on Section 4.1(a) of the Company Disclosure Letter, (w) as required by applicable Law, (x) as permitted or contemplated by this Agreement, (y) as consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned) or (z) for transactions between or among the Company and the Company Subsidiaries, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its the Company Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the accordance with their ordinary course, and course consistent with past practicepractice and in compliance in all material respects with all applicable Laws and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact their current business organizations, keep available the services of their present officers, software developers key officers and other employees significant managers and to substantially preserve their business relationships with significant customers, suppliers, licensors, licensees, distributors and others other persons having material business dealings with them; provided, however however, that no action by the Company or its Subsidiaries any Company Subsidiary with respect to matters specifically addressed by any other provision of this Section 4.01 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific other provision. Without in any way limiting the generality of the foregoing, except (v) as set forth on Section 4.1(a) of the Company Disclosure Letter, (w) as required by applicable Law, (x) as otherwise contemplated by this Agreement, (y) as consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned) or (z) for transactions between or among the Company and the Company Subsidiaries, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, not and shall not permit any of its Subsidiaries Company Subsidiary to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (ia) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned Except as expressly contemplated or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated permitted by this Agreement or as set forth consented to in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action writing by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, Parent during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Partnership Merger Effective Time, except the Company (i) shall, and shall cause each of the Company Operating Partnership and each of the Student Housing Subsidiaries to, carry on its businesses in the usual, regular and ordinary course consistent with past practice and, to the extent consistent with the prior written consent foregoing, use its commercially reasonable efforts to preserve intact their respective current business organizations, ongoing businesses and relationships with customers, suppliers, lessors and others having business dealings with it and to keep available the services of Parent (such consent not to be unreasonably withheld, conditioned or delayedtheir present officers and employees, (ii) as required by applicable Law or shall continue to completion the special capital projects described in Section 6.01 of the Company Disclosure Schedule in accordance with the description set forth therein and Section 6.01(b)(v), (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) shall maintain the status of the Company Letter (with specific reference to as a REIT and the subsection status of this Section 4.01(a) to which the information stated in such disclosure relates), the Company Operating Partnership as a partnership (and not an association or publicly traded partnership) within the meaning of the Code, (iv) shall notuse commercially reasonable efforts to, and shall cause the Company Operating Partnership and each of the Student Housing Subsidiaries to use commercially reasonable efforts to comply with, all applicable Laws wherever their respective businesses are conducted, including the timely filing of reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act and (v) shall not permit knowingly take any other action that would reasonably be anticipated to prevent or delay the consummation of its Subsidiaries to:the Mergers or the Contemplated Transactions.

Conduct of Business by the Company. During the period from The Company agrees that between the date of this Agreement to and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Section 8.1, except (i1) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 5.1 of the Company Disclosure Letter, the Company shall(2) as specifically permitted or required by this Agreement, and shall cause each of its Subsidiaries to(3) as required by Law, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action (4) any actions reasonably undertaken by the Company or the Company Subsidiary to protect the health and safety of Company and Company Subsidiary employees and to ensure compliance with COVID-19 Measures, or (5) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (a) the Company shall and shall cause the Company Subsidiary to conduct its Subsidiaries business in the Ordinary Course of Business, and (b) use their respective reasonable best efforts to preserve intact its and their present business organizations, insurance coverage, relationships with respect Governmental Entities and suppliers with whom it and they have material business relations, and retain the services (subject to matters specifically addressed by any provision the limitations imposed on the Company and the Company Subsidiary in this Agreement) of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way its present executive officers, directors and director-level employees, and (c) without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned as specifically permitted or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or Agreement, as set forth in Section 4.01(a) 5.1 of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates)Disclosure Letter, as specifically required by Law, or for 38 COVID-19 Measures, the Company shall not, and shall not permit the Company Subsidiary to, do any of its Subsidiaries to: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. During Pending the period from Closing. The Company agrees that, between the date of this Agreement to and the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 5.01 of the Company LetterDisclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, (1) the business 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 Company shall, and shall cause each ordinary course of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and business consistent with past practice, practice and (2) the Company shall use commercially its reasonable best efforts to keep available the services of their present such of the current officers, software developers significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the customers, suppliers and other employees and to substantially preserve their relationships persons with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by which the Company or any Company Subsidiary has significant business relations as the Company deems reasonably necessary in order to preserve substantially intact its Subsidiaries with respect to matters specifically addressed business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Company Disclosure Schedule or as contemplated by any other provision of this Section 4.01 shall be deemed a breach Agreement, the Board of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality Directors of the foregoingCompany shall not (unless required by applicable Laws or stock exchange regulations) cause or permit the Company or any Company Subsidiary to, during and shall neither cause nor permit any of the period from Company's affiliates (over which it exercises control), or any of their officers, directors, employees and agents to, between the date of this Agreement to and the Effective Time, except (i) with directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned withheld or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except Except (i) as set forth in Section 6.1 of the Company Disclosure Letter; (ii) as expressly required by this Agreement; (iii) for actions taken in good faith pursuant to COVID-19 Measures (it being understood that the Company will use its reasonable best efforts to provide reasonable notice to, and seek to consult with, Parent in connection with such actions), (iv) as required by applicable Law; or (v) with the prior written consent of Parent (such which consent in the case of subclauses (f) through (x) of clause (b) of this Section 6.1 shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by from the date of this Agreement or as set forth in Section 4.01(a) to the earlier of the Company LetterEffective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Article IX (the “Interim Period”), (A) the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, (x) use reasonable best efforts to conduct the business of the Company and each Company Subsidiary in the Ordinary Course of Business, (y) conduct the business of the Company and each Company Subsidiary in compliance with all applicable Laws, including all applicable Anti-Corruption Laws, and (z) use commercially reasonable efforts to carry on their respective businesses preserve intact in all material respects in the ordinary courseits current business organization, assets and consistent with past practicetechnology, use commercially reasonable efforts to keep available the services of their present officers, software developers the Company Employees (other than where termination of such services is for cause) and other employees maintain its relations and to substantially preserve their relationships goodwill as they exist as of the date of this Agreement with customers, suppliers, licensorslandlords, licensees, distributors and others other Persons having material business dealings with them; providedthe Company, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way and (B) without limiting the generality of the foregoing, during the period from the date of this Agreement foregoing (but subject in all respects to the Effective Time, except clauses (i) with the prior written consent of Parent through (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(av) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relatessentence), the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following:

Conduct of Business by the Company. During Pending the period from Closing. Between the date hereof and the earlier of this Agreement to the Effective Time, except (i) the Closing or (ii) the termination of this Agreement, (A) the Company shall cause the businesses of the Company and its Subsidiaries to be conducted only in the ordinary course of business and in a manner consistent with past practice, and the prior written Company shall not, and shall cause its Subsidiaries not to, take any action except in the ordinary course of business and in a manner consistent with past practice and (B) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and maintain existing relations and goodwill with Governmental Authorities, customers, suppliers, employees and business associates, other than, in the case of clauses (A) and (B), as (1) required or expressly contemplated by this Agreement, (2) set forth in Schedule 6.01, (3) required under applicable Laws, or (4) consented to in writing by Buyer, which consent of Parent (such consent shall not to be unreasonably withheld, conditioned or delayed). By way of amplification and not limitation, neither the Company nor any of its Subsidiaries shall, between the date hereof and the earlier of (iiI) as required by applicable Law the Closing or (iiiII) the termination of this Agreement, directly or indirectly, do any of the following, except as specifically (w) required or expressly contemplated by this Agreement or as Agreement, (x) set forth in Section 4.01(aSchedule 6.01, (y) of the Company Letterrequired under applicable Laws, the Company shallor (z) consented to in writing by Buyer, and which consent shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from The Company agrees that between the date of this Agreement to and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Section 9.1, except (i1) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 6.1 of the Company Disclosure Letter, (2) as specifically required by this Agreement or (3) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (a) the Company shall, shall and shall cause each of the Company Subsidiary to conduct its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses business in all material respects in the ordinary coursecourse of business, and consistent with past practice, use commercially including by using reasonable best efforts to keep available preserve intact its and the services of their Company Subsidiary’s present officersmaterial assets, software developers and other employees and to substantially preserve their properties, contracts, licenses, business organizations, insurance coverage, relationships with customers, suppliers, Governmental Entities and with licensors, licensees, distributors lessors, customers, suppliers and others having other Persons with whom it and they have material business dealings with themrelations, and retain the services of its present officers and directors and key employees and (b) without limiting the generality of the foregoing, the Company shall not, and shall not permit the Company Subsidiary to; provided, however however, that no any action required to be taken pursuant to a specific provision of Sections 6.1(b)(i) through 6.1(b)(xxiii) or not taken by the Company or the Company Subsidiary due to its Subsidiaries with respect express prohibition pursuant to matters specifically addressed by any a specific provision of this Section 4.01 Sections 6.1(b)(i) through 6.1(b)(xxiii) shall not be deemed a breach of this sentence unless such action (or failure to act) would constitute a breach of such specific provision. Without in any way limiting the generality provision of the foregoing, during the period from the date of this Agreement to the Effective Time, except (iSections 6.1(b)(i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:through 6.1(b)(xxiii):

Conduct of Business by the Company. During Pending the period from Merger. Between the date of this Agreement and the earliest to occur of the Effective TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (ia) with the prior written consent of as may be required by Law, (b) as may be agreed in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iic) as required by applicable Law pursuant to this Agreement, or (iiid) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses its business in all material respects in the ordinary coursecourse and, and subject to the proviso in Section 6.3(a), to the extent consistent with past practicetherewith, use commercially reasonable efforts to preserve substantially intact its current business organizations, to keep available the services of their present officers, software developers its current officers and other employees and to substantially preserve their its relationships with material Governmental Authorities (including applicable Gaming Authorities), customers, suppliers, licensors, licensees, distributors distributors, wholesalers, lessors and others having material significant business dealings with themit, and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company or any of its Subsidiaries; provided, however however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 6.1 shall be deemed a breach of this sentence clause (x) unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except ; and (iy) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, not and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During Except (i) as expressly set forth in Section 5.01 of the period Company Disclosure Letter; (ii) as expressly permitted, contemplated or required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed) from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct the business of the Company and each Company Subsidiary in the ordinary course of business consistent with past practice in all material respects, use its reasonable best efforts to keep intact its business organization and preserve its existing relations and goodwill with customers, suppliers, creditors, lessors and other Persons having business relationships with the Company or any Company Subsidiary; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forth in the Company Disclosure Letter; (ii) as expressly permitted, contemplated or required by this Agreement; (ii) as required by applicable Law; or (iii) with the prior written consent of Parent (such consent which, in the case of clauses (d) through (p) and (r) below, shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following:

Conduct of Business by the Company. During Pending the period from Merger. Between the date of this Agreement and the earliest to occur of the Effective TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (ia) with the prior written consent of as may be required by Law, (b) as may be agreed in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), (iic) as required by applicable Law pursuant to this Agreement, or (iiid) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses its business in all material respects in the ordinary coursecourse and, and subject to the proviso in Section 6.3(a), to the extent consistent with past practicetherewith, use commercially reasonable efforts to preserve substantially intact its current business organizations, to keep available the services of their present officers, software developers its current officers and other employees and to substantially preserve their its relationships with significant Governmental Authorities (including applicable Gaming Authorities), customers, suppliers, licensors, licensees, distributors distributors, wholesalers, lessors and others having material significant business dealings with themit, and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company or any of its Subsidiaries; provided, however however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 6.1 shall be deemed a breach of this sentence clause (x) unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except ; and (iy) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, not and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement until the earlier of the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 9.1 (the Effective Time“Pre-Closing Period”), except (i) as required by applicable Law, (ii) with the prior written consent of Parent (such which consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayeddelayed and without limiting the generality of the foregoing, which consent shall be deemed given if approved by the Founder in his capacity as an officer of the Company), (ii) as required by applicable Law or (iii) as otherwise required or specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company LetterTransaction Agreements, the Company shall, and shall cause each of its Subsidiaries to, conduct its businesses in the ordinary course of business and in a manner consistent with past practices in all aspects, and use its commercially reasonable efforts to carry on their respective businesses in preserve substantially intact the business organization of the Group Companies, comply with all material respects in the ordinary courseapplicable Laws, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officersofficers and employees, software developers and other employees and to substantially preserve their its assets (including any Intellectual Property), preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by whom the Company or its Subsidiaries with respect to matters specifically addressed by any provision Subsidiary has material business relations as of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionthe date hereof. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i1) as may be required by applicable Law, (2) with the prior written consent of Parent (such which consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed, and without limiting the generality of the foregoing, which consent shall be deemed given if approved by the Founder in his capacity as an officer of the Company), or (ii3) as otherwise permitted, required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to Transaction Agreements, during the subsection of this Section 4.01(a) to which the information stated in such disclosure relates)Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries the other Group Companies to:

Conduct of Business by the Company. During Except (i) as set forth in the period Company Disclosure Letter, (ii) as expressly permitted, contemplated or required by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, (x) conduct the business of the Company and each Company Subsidiary in the ordinary course of business consistent with past practice in all material respects and (y) use its commercially reasonable efforts to preserve its relationships with customers, suppliers, partners, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business will not be materially impaired on the Closing Date; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, and without limiting the generality of the foregoing, except (i) as set forth in Section 5.01 of the Company Disclosure Letter, (ii) as expressly permitted, contemplated or required by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and consistent with past practice, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following:

Conduct of Business by the Company. During Except as otherwise expressly contemplated by this Agreement and as required by applicable Law, as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time, except (i) with the prior written consent Time or termination of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letterpursuant to Article VIII, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses in all material respects in the ordinary course, and course consistent with past practice. To the extent consistent with the foregoing, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (i) preserve intact their current business organizations (except that any of the Company’s wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of the Company’s other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their present officerscurrent officers and key employees who are integral to the operation of their businesses as presently conducted, software developers and other employees and to substantially (iii) preserve their relationships with customers, suppliers, licensors, licensees, distributors and others those Persons having material business dealings relations with them; provided, however however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 6.2 shall be deemed a breach of this sentence Section 6.1 unless such action would constitute a breach of such specific provision. Without in any way limiting the generality provision of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:6.2.

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective TimeClosing, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) 6.02 of the Company LetterDisclosure Schedule, as consented to in writing in advance by Parent (which consent may be granted or withheld in Parent’s sole discretion), or as otherwise permitted by this Section 6.02, each Acquired Company shall carry on its business in the Ordinary Course of Business and as currently proposed by such Acquired Company shallto be conducted prior to the Closing (including in respect of product sales, research, development and clinical trial activities and programs) and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on their respective businesses such business in compliance with all material respects in applicable Laws and, to the ordinary course, and extent consistent with past practicetherewith, use all commercially reasonable efforts to (x) preserve intact its current business organizations, (y) keep available the services of their present its current officers, software developers and other employees and to substantially consultants and, except as required by the Company Divestiture, or (z) preserve their its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them; provided, however it with the intention that no action by its goodwill and ongoing business shall not be impaired at the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without Closing in any way material respect. In addition to, and without limiting the generality of of, the foregoing, during the period from the date of this Agreement to the Effective TimeClosing, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as otherwise set forth in Section 4.01(a) 6.02 of the Company Letter (with specific reference Disclosure Schedule or as consented to the subsection of in writing in advance by Parent, or as permitted by this Section 4.01(a) to which the information stated in such disclosure relates)6.02, the no Acquired Company shall not, and or shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or Law, (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, or (iv) for any actions taken in good faith to respond to any COVID-19 Measures (it being understood that prior to taking any material actions in response to COVID-19 Measures, the Company will use its reasonable best efforts to provide reasonable advance notice to, and consult with Parent (if reasonably practicable and legally permissible, regarding such actions)), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable best efforts to carry on their respective businesses in all material respects in the ordinary course, and course consistent with past practicepractice and, to the extent consistent therewith, use commercially reasonable best efforts to keep available the services of their respective present officers, software developers and other employees and employees, to substantially preserve their assets and technology, their relationships with customers, suppliers, licensors, licensees, distributors and others other third parties having material business dealings with them; provided, however that no action by the Company or its Subsidiaries with respect and to matters specifically addressed by any provision of this Section 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provisionmaintain their material franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or Law, (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates; provided that disclosure contained in any subsection of Section 4.01(a) of the Company Letter shall be deemed to be disclosed with respect to any other subsection of this Section 4.01(a) to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other subsection), or (iv) for any actions taken in good faith to respond to any COVID-19 Measures (it being understood that prior to taking any material actions in response to COVID-19 Measures, the Company will use its reasonable best efforts to provide reasonable advance notice to, and consult with Parent (if reasonably practicable and legally permissible, regarding such actions)), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During Except as set forth in Section 4.1(a) of the period from the date of Company Disclosure Letter, as otherwise expressly contemplated by this Agreement Agreement, as required by Law or as consented to the Effective Time, except (i) with the prior written consent of by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law or (iii) as specifically contemplated by during the period from the date of this Agreement or as set forth in Section 4.01(a) of to the Company LetterFirst Effective Time, the Company shallwill, and shall will cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to carry on preserve intact their respective businesses current business organizations, preserve their assets and properties in all material respects in the ordinary course, good repair and consistent with past practicecondition, use commercially reasonable efforts to keep available the services of their present officers, software developers current officers and other key employees and to substantially preserve their relationships with customers, suppliers, licensors, licensees, distributors and others those Persons having material business dealings with them; provided, however however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.01 shall the following sentence will be deemed to be a breach of this sentence unless such action would constitute a breach of such specific provisionthe following sentence. Without Except as set forth in any way limiting the generality Section 4.1(a) of the Company Disclosure Letter, as otherwise expressly contemplated by this Agreement, as required by Law or as consented to by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed with respect to matters specifically addressed in Section 4.1(a)(iii), (iv), (v), (vi), (vii), (ix), (x), (xii), (xiii) (xvi), and, to the extent related to the foregoing, (xvii)), during the period from the date of this Agreement to the First Effective Time, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, (ii) as required by applicable Law or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01(a) to which the information stated in such disclosure relates), the Company shall will not, and shall will not permit any of its Subsidiaries to: