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

Conduct of Business by the Company. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayed:

Conduct of Business by the Company. The Company covenants and agrees thatExcept as contemplated by this Agreement, during the period from the date of this Agreement and continuing until hereof to the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Closing Date, the Company shall will, and will cause each of its Subsidiaries to, conduct its operations in the ordinary course of business and shall cause the businesses of its subsidiaries to be conducted only inconsistent with past practice, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company Subsidiaries shall use their commercially reasonable commercial efforts to (i) preserve substantially intact the business organization of the Company and its subsidiariesin all material respects their assets, to (ii) keep available the services of the present current officers, key employees and consultants of the Company and each of its subsidiaries Subsidiaries, (iii) preserve, in all material respects, the Company’s business organization intact and to preserve the present relationships of maintain its existing relations and goodwill with customers, creditors, and lessors, and (iv) comply in all material respects with all applicable Laws; provided that it is expressly agreed that the Company and its subsidiaries with customersSubsidiaries may, suppliers at any time and other persons with which at their sole discretion, repay all or a portion of their outstanding indebtedness. Without limiting the Company or any generality of its subsidiaries has significant business relations. By way of amplification the foregoing, and not limitation, except as contemplated by otherwise expressly provided in this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shallAgreement, during the period from the date hereof to the Closing Date, the Company will not, and will cause each of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Timeits Subsidiaries to not, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably conditioned, withheld or delayed:

Conduct of Business by the Company. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the Effective Time or the earlier termination of the termination this Agreement, except as (1) expressly contemplated by any provision of this Agreement or the Effective Timeany Ancillary Agreement, unless Parent and Merger Sub shall otherwise agree in writing, and except (2) as set forth in Schedule 7.2Section 5.01(a) of the Company Disclosure Schedules, and (3) as required by applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Authority), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed): (i) the Company shall conduct its business conduct, and shall cause each Company Subsidiary to conduct, its business in the businesses Ordinary Course of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and Business in a manner consistent with past practiceall material respects; and (ii) the Company shall use its commercially reasonable commercial efforts to preserve substantially intact the current business organization of the Company and its subsidiarieseach Company Subsidiary, to keep available the services of the present current officers, key employees and consultants of the Company and its subsidiaries each Company Subsidiary and to preserve the present current relationships of the Company and its subsidiaries each Company Subsidiary with customers, suppliers suppliers, Governmental Authorities and other persons with which the Company or any of its subsidiaries Company Subsidiary has significant business relations. By way of amplification and not limitation, except as (1) expressly contemplated by any other provision of this Agreement or by any Ancillary Agreement, and (including Schedule 7.2), neither 2) as set forth in Section 5.01(a) of the Company nor Disclosure Schedules, the Company shall not, and shall not permit any of its subsidiaries shallCompany Subsidiary to, during the period from between the date of this Agreement and continuing until the Effective Time or the earlier of the termination of this Agreement or the Effective TimeAgreement, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably conditioned, withheld or delayed:):

Conduct of Business by the Company. Pending the Merger. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree consent in writing, and except (which consent will not be unreasonably withheld) or as set forth in Schedule 7.2contemplated or permitted by this Agreement, the Company shall conduct its business and shall cause the businesses of its subsidiaries to the Company and the Subsidiaries shall be conducted only in, and the Company and its subsidiaries the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its commercially reasonable commercial best efforts to preserve substantially intact the business organization of the Company and its subsidiariesthe Subsidiaries, to keep available the services of the present current officers, employees and consultants of the Company and its subsidiaries the Subsidiaries and to preserve the present current relationships of the Company and its subsidiaries the Subsidiaries with customers, suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiary has significant business relations. By way of amplification and not limitationlimitation of the foregoing, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries Subsidiary shall, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) which consent will not be unreasonably withheld withheld) and except as contemplated or delayedpermitted by this Agreement:

Conduct of Business by the Company. The Company hereby covenants and agrees that, during the period from between the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, unless except (x) as expressly contemplated hereby (including, as set forth in Section 6.1 of the Company Disclosure Schedule or as set forth as an exception or qualification to subsections (a) through (p) of this Section 6.1), and (y) as Parent and Merger Sub shall otherwise agree in advance in writing, and except as set forth in Schedule 7.2, the business of the Company and its Subsidiaries shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company and its Subsidiaries shall use commercially reasonable commercial efforts to (i) preserve substantially intact the Company's business organization of and maintain its relations with the Company and its subsidiaries, to keep available the services of the present current officers, employees and consultants of the Company and its subsidiaries Subsidiaries, (ii) maintain in effect all Company Permits and to preserve the present relationships of Environmental Permits and (iii) maintain its existing relations with customers, distributors, manufacturers, dealers and suppliers with which the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant Subsidiaries have business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from between the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly doindirectly, or propose to do, do any of the following without except in compliance with the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedexceptions listed above:

Conduct of Business by the Company. The Except (i) as expressly set forth in the Company covenants and agrees thatDisclosure Letter; (ii) as expressly contemplated or required by this Agreement or as expressly required by the terms of any Plan in effect as of the date of this Agreement; (iii) with the prior written consent of Parent (not to be unreasonably withheld, during the period conditioned or delayed); or (iv) as required by applicable Law, from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business shall, and shall cause each Company Subsidiary to, conduct the businesses business of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, each Company Subsidiary in all material respects in the ordinary course of business and in a manner consistent with past practice; , and use its reasonable best efforts to (A) preserve intact its present business organization, (B) maintain in effect all of its Permits, and (C) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with it. In addition, and without limiting the generality of the foregoing, except (1) as expressly set forth in the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company Disclosure Letter; (2) as expressly contemplated or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated required by this Agreement or as expressly required by the terms of any Plan in effect as of the date of this Agreement; (including Schedule 7.23) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed); or (4) as required by applicable Law, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, directly or indirectly dothe Company shall not, or propose to doand shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, (x) the respective businesses of the Company and the Company Subsidiaries shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and (y) the Company shall use all reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of such of the present current officers, significant employees and consultants of the Company and its subsidiaries the Company Subsidiaries and to preserve the present current relationships of the Company and its subsidiaries the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any of its subsidiaries Company Subsidiary has significant business relationsrelations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement (including Schedule 7.2)Agreement, neither the Company nor any of its subsidiaries Company Subsidiary shall, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly indirectly, do, or propose agree to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. The Except (i) as expressly set forth in Section 5.01 of the Company covenants and agrees thatDisclosure Letter; (ii) as expressly permitted, during contemplated or required by this Agreement; (iii) as required by applicable Law or by the period terms of any Contracts in effect as of the Agreement Date; (iv) as the Company may determine to be reasonably necessary or appropriate in connection with any COVID-19 Measures or (v) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), from the date Agreement Date to the Effective Time, the Company will, and will 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 Law. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forth in the subsection of the Company Disclosure Letter corresponding to this Section 5.01; (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 will not be unreasonably withheld, conditioned or delayed), from the Agreement and continuing until Date to the earlier of the Effective Time and the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2accordance with Section 8.01, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only inwill not, and the will not cause or permit any Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeSubsidiary to, directly or indirectly doindirectly, whether by merger, consolidation or propose to dootherwise, do any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. The Except for matters set forth in Section 5.01 of the Company covenants and agrees thatDisclosure Letter, during the period otherwise contemplated by this Agreement or required by Law, from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business shall, and shall cause the businesses of each Company Subsidiary to, conduct its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, respective business in the ordinary course of business and in a manner consistent with past practice; and practice and, to the Company shall extent consistent therewith, use commercially reasonable commercial efforts to (i) maintain its material assets and properties in their current condition (normal wear and tear excepted), (ii) preserve substantially intact the its current business organization of the Company and its subsidiariesorganization, to keep available the services of its current officers and employees, keep and preserve its present relationships with tenants, joint venture partners or co-venturers, suppliers, licensors, licensees, distributors and others having material business dealings with it, and (iii) preserve the present officers, employees and consultants Company’s status as a REIT within the meaning of the Company Code. In addition, and its subsidiaries and to preserve without limiting the present relationships generality of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitationforegoing, except for matters set forth in Schedule 5.01, or as otherwise contemplated by this Agreement (including Schedule 7.2)or required by Law, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly dothe Company shall not, or propose to doand shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Section 4.01 of the Company Disclosure Schedule, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2)Agreement, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in Section 4.01 of the Company Disclosure Schedule, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(ive), (f), (h), (i) or (j) i), will not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the Merger The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as required by applicable Law, or the Effective Timeexpressly contemplated or permitted by this Agreement, unless Parent and Merger Sub shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, and except as set forth in Schedule 7.2conditioned or delayed), the Company shall conduct its business and shall cause (i) the businesses of its subsidiaries to the Group Companies shall be conducted only in, and the Company and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its reasonable commercial best efforts to preserve substantially intact the assets and business organization of the Company and its subsidiariesGroup Companies, to keep available the services of the present officers, current officers and key employees and consultants of the Company and its subsidiaries Group Companies and to preserve maintain in all material respects the present current relationships of the Company and its subsidiaries Group Companies with existing customers, suppliers and other persons with which any Group Company has material business relations as of the Company or any date hereof. Without limiting the generality of its subsidiaries has significant business relations. By way of amplification and not limitationthe foregoing sentence, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as required by applicable Law, or expressly contemplated or permitted by this Agreement, the Effective TimeCompany shall not and shall not permit any other Group Company to, directly or indirectly doindirectly, do or propose to do, do any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. The Company covenants and agrees that, during Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless the Company agrees (except to the extent that Parent and Merger Sub shall otherwise agree consent in writingwriting (such consent not to be unreasonably withheld, and except as set forth in Schedule 7.2delayed or modified)), the Company shall conduct to carry on its business in the usual, regular and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a substantially the same manner as previously conducted, to use all reasonable efforts consistent with past practice; practices and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, policies to keep available the services of the its present officers, officers and key employees and consultants of the Company and preserve its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers suppliers, distributors, licensors, licensees, and other persons others having business dealings with which it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Effective Time. The Company shall promptly notify Parent of any event or any occurrence not in the ordinary course of its subsidiaries has significant business relationsof the Company. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither or as set forth in Section 5.01 of the Company nor any of its subsidiaries shallDisclosure Schedule, during the period from Company shall not, between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will such consent not to be unreasonably withheld withheld, delayed or delayed:modified):

Conduct of Business by the Company. The During the period from the date of this Agreement to the Effective Time, except as consented to in writing by Parent, the Company covenants shall, and agrees thatshall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them and to comply in all material respects with all Laws, Judgments and Consents of and Permits with all Governmental Entities applicable to them (including, without limitation, the Settlement Agreement) to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter (with specific reference to the relevant sections of the covenants) or otherwise expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business not, and shall cause the businesses of its subsidiaries to be conducted only innot permit any Company Subsidiary to, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, do any of the following without the prior written consent of Parent, which, Parent (such consent not to be unreasonably withheld or delayed in the case of clauses subsections (cix), (d)(ivx), (e)(ivxi), (fxiii) and (xiv) and, to the extent applicable, subsection (xvi), (h), (i) or (j) will not be unreasonably withheld or delayed:):

Conduct of Business by the Company. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Section 4.01 of the Company Disclosure Schedule, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2)Agreement, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in Section 4.01 of the Company Disclosure Schedule, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(ive), (f), (h), (i) or (j) i), will not be unreasonably withheld or delayed:

Conduct of Business by the Company. The (a) From the date of this Agreement to the Effective Time the Company covenants shall, and agrees thatshall cause each Company Subsidiary to, during conduct its business in the period ordinary course in substantially the same manner as previously conducted and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, except (i) as set forth in Section 5.01 of the Company Disclosure Letter, (ii) with the prior written consent of Parent (which consent shall not be unreasonably delayed but may be withheld in Parent's sole discretion) or (iii) for actions contemplated by this Agreement, but in each case subject to Section 2.01(c). In addition, and without limiting the generality of the foregoing, except as set forth in Section 5.01 of the Company Disclosure Letter and except for actions contemplated by this Agreement, but in each case subject to Section 2.01(c), from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business not, and shall cause the businesses of its subsidiaries to be conducted only innot permit any Company Subsidiary to, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, do any of the following without the prior written consent of Parent, which, in the case of clauses Parent (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably delayed but may be withheld or delayed:in Parent's sole discretion):

Conduct of Business by the Company. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Section 5.01 of the Company Disclosure Schedule, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts best efforts, subject to preserve substantially intact the business organization terms of the Company and its subsidiaries, this Agreement to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except Except as contemplated by this Agreement (Agreement, other than the preceding sentence but including Schedule 7.2)Section 5.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in the Company Disclosure Schedule, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayed:

Conduct of Business by the Company. The Except as set forth in Section 6.01 of the Company covenants and agrees thatDisclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to Article IX and the Effective Time, the Company covenants and agrees that, unless Parent and Merger Sub Alcatel shall otherwise agree in writing, writing and except as set forth in Schedule 7.2unless otherwise expressly permitted hereunder, the Company and its subsidiaries shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only intheir businesses, and the Company and its subsidiaries shall not take any action except inexcept, in the ordinary course of business and in a manner consistent with past practice; and the Company shall use commercially reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither set forth in Section 6.01 of the Company nor any of its subsidiaries shallDisclosure Schedule, during the period from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement or and the Effective Time, the Company shall not and shall cause its subsidiaries not to, directly or indirectly doindirectly, do or propose to do, do any of the following without the prior written consent of ParentAlcatel, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedunless otherwise expressly permitted hereunder:

Conduct of Business by the Company. The Except for matters set forth in the Company covenants and agrees thatDisclosure Letter or otherwise expressly permitted by the Transaction Agreements, during the period from the date of this Agreement and continuing until to the earlier of Conopco having designated a majority of the termination of this Agreement or Company Board pursuant to Section 6.10 and the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, Time the Company shall conduct its business shall, and shall cause the businesses of its subsidiaries to be conducted only ineach Company Subsidiary to, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact conduct the business organization of the Company and the Company Subsidiaries, taken as a whole, in the usual, regular and ordinary course in substantially the same manner as previously conducted and use all reasonable efforts to preserve intact its subsidiariescurrent business organization, to keep available the services of the present officers, its current officers and employees and consultants of the Company and keep its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers suppliers, licensors, licensees, distributors and other persons others having business dealings with which them to the end that its goodwill and ongoing business shall be unimpaired, in all material respects, at the Effective Time. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or any of its subsidiaries has significant business relations. By way of amplification and not limitationotherwise expressly permitted by the Transaction Agreements, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until to the earlier of Conopco having designated a majority of the termination of this Agreement or Company Board pursuant to Section 6.10 and the Effective Time, directly or indirectly dothe Company shall not, or propose to doand shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedConopco:

Conduct of Business by the Company. The During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, other than with respect to the Reorganization, the Company covenants shall and agrees thatshall cause its Subsidiaries to, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), carry on their businesses in the usual, regular and Ordinary Course, in substantially the same manner as heretofore conducted, and use their commercially reasonable efforts to (i) preserve substantially intact their present business organization, (ii) keep available the services of their present officers and key employees, consultants and managers (provided that they shall not be obligated to increase the compensation of, or make any other payments or grant any concessions to, such Persons), (iii) keep in full force and effect all of their material insurance policies and (iv) preserve their relationships with significant customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings (provided, that they shall not be obligated to make any payments or grant any concessions to such Persons other than payments in the Ordinary Course). Furthermore, except as required or permitted by the terms of this Agreement, or as set forth in Schedule 5.1, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Closing, the Company shall conduct its business not, and shall cause the businesses of its subsidiaries to be conducted only inSubsidiaries not to, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, do any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. The Company covenants and agrees thatExcept for matters expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 10.1 hereof, or to the Effective Time, unless extent that Parent and Merger Sub shall otherwise agree consent in writing, and except as set forth in Schedule 7.2, the Company shall, and shall cause each of the Company Subsidiaries to, subject to the limitations and restrictions contained in this Section 7.1, conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; practice and the Company shall use its reasonable commercial best efforts to preserve substantially intact the its present business organization of the Company and its subsidiaries, relationships with third parties and to keep available the services of its present officers and preserve its relationships with its borrowers, lenders and others having business dealings with the present officers, employees Company or the Company Subsidiaries and consultants to conduct the business of the Company and its subsidiaries each Company Subsidiary such that the Company will continue to qualify as a REIT commencing with the Company’s initial taxable year ended December 31, 2007 through the Effective Time. Without limiting the generality of the foregoing, from the date of this Agreement to the earlier of the Effective Time and to preserve the present relationships termination of this Agreement in accordance with Section 10.1 hereof, except as disclosed in Section 7.1 of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2)Disclosure Schedule, neither the Company nor any of its subsidiaries shall, during the period from the date of Company Subsidiaries will (except as expressly permitted in this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly doAgreement, or propose to do, any of the following without the prior written extent that Parent shall otherwise consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayed:writing):

Conduct of Business by the Company. The Company covenants and agrees that, during Pending the period from Merger. From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree consent in writing, and in its sole discretion, or except (i) as set forth listed on Section 7.1 of the Company Disclosure Letter, (ii) as expressly required by this Agreement, (iii) as required by Applicable Law or Governmental Entities or (iv) as expressly required by any Company Contract (excluding Company Contracts entered into after the date hereof in Schedule 7.2violation of this Section 7.1), the Company shall, and shall cause each of the Company Subsidiaries to, (x) conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; and the Company shall (y) use reasonable commercial best efforts to preserve substantially intact its business organization, assets and properties and preserve in all material respects its relationships with any customers, suppliers, vendors, payors, partners, Governmental Entities, licensors and licensees and other Persons with which it has material business relations. In addition to and without limiting the business organization generality of the foregoing, except (A) as listed on Section 7.1 of the Company and its subsidiariesDisclosure Letter, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except (B) as contemplated otherwise expressly required by this Agreement Agreement, (including Schedule 7.2C) as may be required by Applicable Law or Governmental Entities or (D) as expressly required by any Company Contract (excluding Company Contracts entered into after the date hereof in violation of this Section 7.1), neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, Parent in its sole discretion (except that in the case of clauses (c), (d)(iv), (e)(iv), (f), (hg), (i), (j), (k), (l), (m), (n) or (j) will o), such consent shall not be unreasonably withheld delayed, conditioned or delayedwithheld), the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company. The (a) Except as required or ---------------------------------- permitted by this Agreement or as disclosed in Section 4.1 of the Company covenants and agrees thatDisclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent the Company agrees as to itself and Merger Sub its Subsidiaries that (except to the extent that Purchaser shall otherwise agree consent in writing, and except as set forth in Schedule 7.2, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and ) the Company and its subsidiaries Subsidiaries shall not take any action except in, conduct their respective operations in the ordinary course of business and in a manner consistent with past practice; , and the Company shall use reasonable commercial efforts to preserve substantially intact the business organization each of the Company and its subsidiariesSubsidiaries will use its reasonable efforts to preserve intact its present business organization, to keep available the services of the its present officers, officers and employees and consultants to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it and to maintain insurance on the same terms as are in effect on the date of this Agreement. Without limiting the generality of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement (including Schedule 7.2), neither the Company nor any of its subsidiaries shallforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, directly or indirectly do, or propose to do, neither the Company nor any of the following its Subsidiaries shall, without the prior written consent of Parent, which, in the case of clauses Purchaser (c), (d)(iv), (e)(iv), (f), (h), (i) which consent will be given or (j) denied within a reasonable time after any request for such consent and will not be unreasonably withheld with respect to the matters described in paragraph (v), (vi), (x) or delayed:(xii) below):

Conduct of Business by the Company. The Company covenants and agrees that, during During the period from beginning on the date of this Agreement and continuing until the earlier of the Effective Time or the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2Agreement, the Company shall conduct its business shall, and shall cause the businesses each Subsidiary of its subsidiaries to be conducted only in, and the Company and to, except as expressly contemplated by this Agreement or with the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed) or as required by applicable Law, carry on its subsidiaries shall not take any action except in, business in the ordinary course of business and consistent in a manner consistent with past practice; and the . The Company shall will use commercially reasonable commercial efforts to (x) preserve substantially intact the its present business organization of the Company and its subsidiariescapital structure, to and keep available the services of the present officers, its current officers and employees and consultants the Company’s business organization and that of each Subsidiary intact and (y) maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees, and other Persons having business relationships with the Company and each of its Subsidiaries. Without limiting the generality of the foregoing, and except for matters set forth on Section 5.1 of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company Schedule or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Parent (including Schedule 7.2)which consent shall not be unreasonably withheld, neither conditioned or delayed) or as required by applicable Law, the Company nor any of its subsidiaries shall, during the period agrees that from the date of this Agreement and continuing until hereof to the earlier of the Effective Time or the termination of this Agreement or Agreement, the Effective TimeCompany shall not, and shall not permit any of its Subsidiaries (or, with respect to Company Employee Plans, ERISA Affiliates) to, directly or indirectly doindirectly, do or propose agree to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Schedule 7.2, (x) the respective businesses of the Company and the Company Subsidiaries shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and (y) the Company shall use all reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of such of the present current officers, significant employees and consultants of the Company and its subsidiaries the Company Subsidiaries and to preserve the present current relationships of the Company and its subsidiaries the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any of its subsidiaries Company Subsidiary has significant business relationsrelations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement (including Schedule 7.2)Agreement, neither the Company nor any of its subsidiaries Company Subsidiary shall, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or 37 the Effective Time, directly or indirectly indirectly, do, or propose agree to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will which consent shall not be unreasonably withheld or delayed: