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

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 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 and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its 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. Pending the Closing. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent and Merger Sub shall otherwise agree in writing, and except as set forth in Section 5.01 of Schedule 7.2, the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent Company shall consent in writing, which consent conduct its business and shall not be unreasonably withheld or delayed, (1) cause the businesses of the Company and the Company Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Company Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its reasonable best efforts subsidiaries, to keep available the services of such of the current present officers, significant employees and consultants of the Company and the Company Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries its subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary of its subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this AgreementAgreement (including Schedule 7.2), neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officerssubsidiaries shall, directors, employees and agents (in each case, in their capacities as such) to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly, indirectly do, or agree propose to do, any of the following, following without the prior written consent of Parent, which consent shall 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. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective TimeTime or the earlier termination of this Agreement, except as (1) expressly contemplated by any provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 5.01 5.01(a) of the Company Disclosure Schedule Schedules, and (3) as required by applicable Law (including COVID-19 Measures or as contemplated may be requested or compelled by any other provision of this AgreementGovernmental Authority), unless Parent shall otherwise consent in writing, writing (which consent shall not be unreasonably conditioned, withheld or delayed, ): (1i) the businesses of the Company and the Company Subsidiaries shall be conducted only inconduct, and shall cause each Company Subsidiary to conduct, its business in the Company and the Company Subsidiaries shall not take any action except in, the ordinary course Ordinary Course of business consistent with past practice Business in all material respects; and (2ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the current business organization of the Company and each Company Subsidiary, to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the customers, suppliers suppliers, Governmental Authorities and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as (1) expressly contemplated by any other provision of this Agreement or by any Ancillary Agreement, and (2) as set forth in Section 5.01(a) of the Company Disclosure Schedules, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) Subsidiary to, between the date of this Agreement and the Effective TimeTime or the earlier termination of this Agreement, directly or indirectly, do, or agree to do, do any of the following, following without the prior written consent of Parent, Parent (which consent shall not be unreasonably conditioned, withheld or delayed:):

Conduct of Business by the Company. Pending the Closing. The Company hereby covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except (x) as expressly contemplated hereby (including, as set forth in Section 5.01 6.1 of the Company Disclosure Schedule or as contemplated by any other provision set forth as an exception or qualification to subsections (a) through (p) of this AgreementSection 6.1), unless and (y) as Parent shall consent otherwise agree in advance in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses business of the Company and the Company its Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company and its Subsidiaries shall use its commercially reasonable best efforts to keep available (i) preserve intact the services of such of Company's business organization and maintain its relations with the current officers, significant employees and consultants of the Company and the its Subsidiaries, (ii) maintain in effect all Company Subsidiaries Permits and to preserve the current relationships of the Company Environmental Permits and the Company Subsidiaries (iii) maintain its existing relations with such of the customers, distributors, manufacturers, dealers and suppliers and other persons with which the Company or any Company Subsidiary has significant and its Subsidiaries have business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement hereof and the Effective Time, the Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly, do, or agree to do, do any of the following, without following except in compliance with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedexceptions listed above:

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except Except (i) as expressly set forth in Section 5.01 of the Company Disclosure Schedule Letter; (ii) as expressly permitted, contemplated or as contemplated required by any other provision of this Agreement, unless ; (iii) as required by applicable Law or by the 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 shall consent in writing, (which consent shall will not be unreasonably withheld withheld, conditioned or delayed), (1) from the businesses Agreement Date to the Effective Time, the Company will, and will cause each Company Subsidiary to, conduct the business of the Company and the each Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, Subsidiary in the ordinary course of business consistent with past practice in all material respects and (2) in compliance with Law. In addition, and without limiting the Company shall use its reasonable best efforts to keep available the services of such generality of the current officersforegoing, significant employees and consultants 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 Date to the earlier of the Effective Time and the Company Subsidiaries and to preserve the current relationships termination of this Agreement in accordance with Section 8.01, the Company will not, and the Company Subsidiaries with such of the customers, suppliers and other persons with which the Company will not cause or permit any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its 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, dowhether by merger, consolidation or agree to dootherwise, 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. Pending the Closing. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, and except as set forth in Section 5.01 4.01 of the Company Disclosure Schedule or as contemplated by any other provision of this AgreementSchedule, unless Parent the Company shall consent in writing, which consent conduct its business and shall not be unreasonably withheld or delayed, (1) cause the businesses of the Company and the Company Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Company Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its reasonable best efforts subsidiaries, to keep available the services of such of the current present officers, significant employees and consultants of the Company and the Company Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries its subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary of its subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officerssubsidiaries shall, directors, employees and agents (in each case, in their capacities as such) to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in Section 4.01 of the Company Disclosure Schedule, directly or indirectly, indirectly do, or agree propose to do, any of the following, following without the prior written consent of Parent, which consent shall which, in the case of clauses (c), (d)(iv), (e), (f), (h) or (i), will not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as Except for matters set forth in Section 5.01 of the Company Disclosure Schedule or as Letter, otherwise contemplated by any other provision this Agreement or required by Law, from the date of this AgreementAgreement until the Effective Time, unless Parent shall consent in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and the shall cause each Company and the Company Subsidiaries shall not take any action except inSubsidiary to, conduct its respective business in the ordinary course of business consistent with past practice and (2) and, to the Company shall extent consistent therewith, use its commercially reasonable best efforts to (i) maintain its material assets and properties in their current condition (normal wear and tear excepted), (ii) preserve intact its current business organization, keep available the services of such 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 Company’s status as a REIT within the meaning of the current officersCode. In addition, significant employees and consultants without limiting the generality 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitationforegoing, except as for matters set forth in Section 5.01 of the Disclosure Schedule 5.01, or as otherwise contemplated by any other provision this Agreement or required by Law, from the date of this AgreementAgreement until the Effective Time, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or Subsidiary to, do any of the Company's affiliates (over which it exercises control), or any of its 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, following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall consent otherwise agree in writing, which consent shall not be unreasonably withheld or delayed, (1x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2y) the Company shall use its all reasonable best efforts to keep available the services of such of the current officers, 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 corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) toSubsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following, following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the ClosingMerger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing, (which consent shall will not be unreasonably withheld withheld) or delayedas contemplated or permitted by this Agreement, (1) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use its commercially reasonable best efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to keep available the services of such of the current officers, 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 persons Persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitationlimitation of the foregoing, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, Agreement neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) toSubsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, indirectly do, or agree propose to do, any of the following, following without the prior written consent of Parent, Parent (which consent shall will not be unreasonably withheld withheld) and except as contemplated or delayedpermitted by this Agreement:

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 of the Disclosure Schedule or Except as contemplated by any other provision of this Agreement, unless Parent shall consent in writingduring the period from the date hereof to the Closing Date, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company Subsidiaries shall be conducted only inwill, and the Company and the Company will cause each of its Subsidiaries shall not take any action except into, conduct its operations in the ordinary course of business consistent with past practice practice, and (2) the Company and its Subsidiaries shall use its their commercially reasonable best efforts to (i) preserve in all material respects their assets, (ii) keep available the services of such of the current officers, significant key employees and consultants of the Company and each of its Subsidiaries, (iii) preserve, in all material respects, the Company Subsidiaries Company’s business organization intact and to preserve the current 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 may, at any time and at their sole discretion, repay all or a portion of their outstanding indebtedness. Without limiting the Company Subsidiaries with such generality of the customersforegoing, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth otherwise expressly provided in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, during the period from the date hereof to the Closing Date, the Company shall will not, and shall neither will cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any each of its 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 Subsidiaries to do, any of the followingnot, without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed:

Conduct of Business by the Company. Pending the Closing. The Company agrees thatExcept for matters expressly contemplated by this Agreement, between from the date of this Agreement to the earlier of the Effective Time and the Effective Time, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision termination of this AgreementAgreement in accordance with Section 10.1 hereof, unless or to the extent that Parent shall otherwise consent in writing, which consent the Company shall, and shall not be unreasonably withheld or delayed, (1) the businesses cause each of the Company Subsidiaries to, subject to the limitations and the Company Subsidiaries shall be conducted only inrestrictions contained in this Section 7.1, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to preserve intact its present business organization and relationships with third parties and to keep available the services of such of the current officersits present officers and preserve its relationships with its borrowers, significant employees lenders and consultants of others having business dealings with the Company and or the Company Subsidiaries and to preserve conduct the current relationships business of the Company and each Company Subsidiary such that the Company Subsidiaries will continue to qualify as a REIT commencing with such the Company’s initial taxable year ended December 31, 2007 through the Effective Time. Without limiting the generality of the customersforegoing, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between from the date of this Agreement to the earlier of the Effective Time and the Effective Timetermination of this Agreement in accordance with Section 10.1 hereof, directly or indirectlyexcept as disclosed in Section 7.1 of the Company Disclosure Schedule, do, or agree to do, neither the Company nor any of the followingCompany Subsidiaries will (except as expressly permitted in this Agreement, without or to the prior written extent that Parent shall otherwise consent of Parent, which consent shall not be unreasonably withheld or delayed:in writing):

Conduct of Business by the Company. Pending the Closing. The Company hereby covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except (x) as expressly contemplated hereby (including, as set forth in Section 5.01 6.1 of the Company Disclosure Schedule or as contemplated by any other provision set forth as an exception or qualification to subsections (a) through (p) of this AgreementSection 6.1), unless and (y) as Parent shall consent otherwise agree in advance in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses business of the Company and the Company its Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company and its Subsidiaries shall use its commercially reasonable best efforts to keep available (i) preserve intact the services of such of Company's business organization and maintain its relations with the current officers, significant employees and consultants of the Company and the its Subsidiaries, (ii) maintain in effect all Company Subsidiaries Permits and to preserve the current relationships of the Company Environmental Permits and the Company Subsidiaries (iii) maintain its existing relations with such of the customers, distributors, manufacturers, dealers and suppliers and other persons with which the Company or any Company Subsidiary has significant and its Subsidiaries have business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement hereof and the Effective Time, the Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly, do, or agree to do, do any of the following, without following except in compliance with the prior written consent exceptions listed above: (a) amend or otherwise change the Company Certificate of Parent, which consent shall not be unreasonably withheld Incorporation or delayed:the Company By-laws or those (or the equivalent organizational documents) of any of its Subsidiaries;

Conduct of Business by the Company. Pending the ClosingMerger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or modified)), to carry on its business in the usual, regular and ordinary course and in substantially the same manner as previously conducted, to use all reasonable efforts consistent with past practices and policies to keep available the services of its present officers and key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Effective Time. The Company agrees thatshall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company. By way of amplification and not limitation, except as contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 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 and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its 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, following without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld withheld, delayed or delayed:modified):

Conduct of Business by the Company. Pending Except as set forth in Section 6.01 of the Closing. The Company agrees thatDisclosure Schedule, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article IX and the Effective Time, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this AgreementCompany covenants and agrees that, unless Parent Alcatel shall consent otherwise agree in writingwriting and unless otherwise expressly permitted hereunder, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company Subsidiaries its subsidiaries shall be conducted only inconduct their businesses, and the Company and the Company Subsidiaries its subsidiaries shall not take any action except inexcept, in the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use commercially reasonable efforts to preserve substantially intact the business organization of the Company and its reasonable best efforts subsidiaries, to keep available the services of such of the current present officers, significant employees and consultants of the Company and the Company Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries its subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary of its subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or as contemplated by any other provision Schedule, during the period from the date of this Agreement, Agreement and continuing until the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any earlier to occur of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date termination of this Agreement and the Effective Time, the Company shall not and shall cause its subsidiaries not to, directly or indirectly, do, do or agree propose to do, do any of the following, following without the prior written consent of ParentAlcatel, which consent shall not be unreasonably withheld or delayedunless otherwise expressly permitted hereunder:

Conduct of Business by the Company. Pending During the Closing. The Company agrees that, between period from the date of this Agreement and to the Effective Time, except as set forth consented to in Section 5.01 of the Disclosure Schedule or as contemplated writing by any other provision of this AgreementParent, unless Parent shall consent in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and shall cause each Company Subsidiary to, conduct its business in the Company usual, regular and the Company Subsidiaries shall not take any action except in, the ordinary course of business in substantially the same manner as previously conducted and, to the extent consistent with past practice and (2) the Company shall therewith, use its all commercially reasonable best efforts to preserve intact its current business organization, keep available the services of such 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 current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitationforegoing, except as for matters set forth in Section 5.01 the Company Disclosure Letter (with specific reference to the relevant sections of the Disclosure Schedule covenants) or as otherwise expressly contemplated by any other provision this Agreement, during the period from the date of this AgreementAgreement to the Effective Time, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or Subsidiary to, do any of the Company's affiliates (over which it exercises control), or any of its 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, following without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld or delayed:delayed in the case of subsections (ix), (x), (xi), (xiii) and (xiv) and, to the extent applicable, subsection (xvi)):

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between (a) From the date of this Agreement and to the Effective TimeTime the Company shall, and shall cause each Company Subsidiary to, conduct its business in the 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 Schedule or as Letter and except for actions contemplated by any other provision of this Agreement, unless Parent shall consent but in writingeach case subject to Section 2.01(c), which consent shall not be unreasonably withheld or delayed, (1) from the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision date of this AgreementAgreement to the Effective Time, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or Subsidiary to, do any of the Company's affiliates (over which it exercises control), or any of its 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, following without the prior written consent of Parent, Parent (which consent shall not be unreasonably delayed but may be withheld or delayed:in Parent's sole discretion):

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, and except as set forth in Section 5.01 of the Company Disclosure Schedule or as contemplated by any other provision of this AgreementSchedule, unless Parent the Company shall consent in writing, which consent conduct its business and shall not be unreasonably withheld or delayed, (1) cause the businesses of the Company and the Company Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Company Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use its reasonable best efforts efforts, subject to the terms of this Agreement to keep available the services of such of the current present officers, significant employees and consultants of the Company and the Company Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries its subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary of its subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitationExcept as contemplated by this Agreement, except as set forth in other than the preceding sentence but including Section 5.01 of the Company Disclosure Schedule or as contemplated by any other provision of this AgreementSchedule, neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officerssubsidiaries shall, directors, employees and agents (in each case, in their capacities as such) to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in the Company Disclosure Schedule, directly or indirectly, indirectly do, or agree propose to do, any of the following, following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending Except for matters set forth in the Closing. The Company agrees thatDisclosure Letter or otherwise expressly permitted by the Transaction Agreements, between from the date of this Agreement to the earlier of Conopco having designated a majority of the Company Board pursuant to Section 6.10 and the Effective TimeTime the Company shall, except as set forth in Section 5.01 of and shall cause each Company Subsidiary to, conduct 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 business of the Company and the Company Subsidiaries shall be conducted only inSubsidiaries, taken as a whole, in the usual, regular and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice in substantially the same manner as previously conducted and (2) the Company shall use its all reasonable best efforts to preserve intact its current business organization, keep available the services of such its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with 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 current officersforegoing, significant employees and consultants except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by the Transaction Agreements, from the date of this Agreement to the earlier of Conopco having designated a majority of the Company Board pursuant to Section 6.10 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this AgreementEffective Time, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or Subsidiary to, do any of the Company's affiliates (over which it exercises control), or any of its 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, following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedConopco:

Conduct of Business by the Company. Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall consent otherwise agree in writing, which consent shall not be unreasonably withheld or delayed, (1x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2y) the Company shall use its all reasonable best efforts to keep available the services of such of the current officers, 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 corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) toSubsidiary shall, between the date of this Agreement and 37 the Effective Time, directly or indirectly, do, or agree to do, any of the following, following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, and except as set forth in Section 5.01 4.01 of the Company Disclosure Schedule or as contemplated by any other provision of this AgreementSchedule, unless Parent the Company shall consent in writing, which consent conduct its business and shall not be unreasonably withheld or delayed, (1) cause the businesses of the Company and the Company Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Company Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and (2) the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its reasonable best efforts subsidiaries, to keep available the services of such of the current present officers, significant employees and consultants of the Company and the Company Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries its subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary of its subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officerssubsidiaries shall, directors, employees and agents (in each case, in their capacities as such) to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, and except as set forth in Section 4.01 of the Company Disclosure Schedule, directly or indirectly, indirectly do, or agree propose to do, any of the following, following without the prior written consent of Parent, which consent shall which, in the case clauses (c), (d)(iv), (e), (f), (h) or (i), will not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending During the Closing. The Company agrees that, between period beginning on the date of this Agreement and continuing until the earlier of the Effective Time, except as set forth in Section 5.01 of Time or the Disclosure Schedule or as contemplated by any other provision termination of this Agreement, unless the Company shall, and shall cause each Subsidiary of the Company to, except as expressly contemplated by this Agreement or with the prior written consent of Parent shall (which consent may not be unreasonably withheld, conditioned or delayed) or as required by applicable Law, carry on its business in writingthe ordinary course and consistent in with past practice. The Company will use commercially reasonable efforts to (x) preserve substantially intact its present business organization and capital structure, and keep available the services of its current officers and employees and 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 Schedule or as expressly contemplated or permitted by this Agreement or with the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed) or as required by applicable Law, (1) the businesses Company agrees that from the date hereof to the earlier of the Company and Effective Time or the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision termination of this Agreement, the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officersSubsidiaries (or, directorswith respect to Company Employee Plans, employees and agents (in each case, in their capacities as suchERISA Affiliates) to, between the date of this Agreement and the Effective Time, directly or indirectly, do, 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. Pending the ClosingMerger. The Company agrees that, between From the date of this Agreement and hereof until the Effective Time, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld in its sole discretion, or delayed, except (1i) the businesses as 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 violation of this Section 7.1), the Company shall, and shall cause each of the Company Subsidiaries shall be conducted only into, and the Company and the Company Subsidiaries shall not take any action except in, (x) conduct its business in the ordinary course of business consistent with past practice and (2y) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order 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. By way In addition to and without limiting the generality of amplification and not limitationthe foregoing, except (A) as set forth in listed on Section 5.01 7.1 of the Company Disclosure Schedule Letter, (B) as otherwise expressly required by this Agreement, (C) as may be required by Applicable Law or Governmental Entities or (D) as contemplated expressly required by any other provision Company Contract (excluding Company Contracts entered into after the date hereof in violation of this AgreementSection 7.1), from the date hereof until the Effective Time, without the prior written consent of Parent in its sole discretion (except that in the case of clauses (c), (f), (g), (i), (j), (k), (l), (m), (n) or (o), such consent shall not be unreasonably delayed, conditioned or withheld), the Company shall not, and shall neither cause nor not permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) Subsidiary 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. Pending (a) Except as required or ---------------------------------- permitted by this Agreement or as disclosed in Section 4.1 of the Closing. The Company agrees thatDisclosure Letter, between during the period from the date of this Agreement and until the Effective Time, the Company agrees as to itself and its Subsidiaries that (except as set forth in Section 5.01 of to the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent extent that Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company its Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct their respective operations in the ordinary course of business consistent with past practice practice, and (2) each of the Company shall and its Subsidiaries will use its reasonable best efforts to preserve intact its present business organization, to keep available the services of such of the current officers, significant its present officers and employees and consultants of the Company to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and the Company Subsidiaries others having business relationships with it and to preserve maintain insurance on the current relationships of same terms as are in effect on the Company and the Company Subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision date of this Agreement, . Without limiting the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any generality of the Company's affiliates (over which it exercises control)foregoing, or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between during the period from the date of this Agreement and to the Effective Time, directly or indirectly, do, or agree to do, neither the Company nor any of the followingits Subsidiaries shall, without the prior written consent of Parent, Purchaser (which consent shall will be given or 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. Pending the Closing. Merger The Company agrees that, between from the date of this Agreement and until the earlier of the Effective TimeTime and termination of this Agreement pursuant to Article VIII, except as set forth in Section 5.01 of the Disclosure Schedule required by applicable Law, or as expressly contemplated or permitted by any other provision of this Agreement, unless Parent shall otherwise consent in writing, writing (which consent shall not be unreasonably withheld withheld, conditioned or delayed), (1i) the businesses of the Company and the Company Subsidiaries Group Companies shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice practice; and (2ii) the Company shall use its reasonable best efforts to preserve substantially intact the assets and business organization of the Group Companies, to keep available the services of such the current officers and key employees of the current officers, significant employees and consultants of the Company and the Company Subsidiaries Group Companies and to preserve maintain in all material respects the current relationships of the Company and the Company Subsidiaries Group Companies with such of the existing customers, suppliers and other persons with which the any Group Company or any Company Subsidiary has significant material business relations in order as of the date hereof. Without limiting the generality of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to preserve substantially intact its business organization. By way of amplification and not limitationArticle VIII, except as set forth in Section 5.01 of the Disclosure Schedule required by applicable Law, or as expressly contemplated or permitted by any other provision of this Agreement, the Company shall not, not and shall neither cause nor not permit any other Group Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its 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, do or agree propose to do, do any of the following, following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. Pending the ClosingMerger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing, such consent to be given or withheld in Parent’s discretion except as otherwise expressly provided for below in this Section 5.01), to carry on its business in the usual, regular and ordinary course and in substantially the same manner as previously conducted, to use all commercially reasonable efforts consistent with past practices and policies to keep available the services of its present officers and key employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Effective Time. The Company agrees thatshall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company. By way of amplification and not limitation, except as contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, between the date of this Agreement and the Effective Time, except as set forth in Section 5.01 do, any of the Disclosure Schedule or following without the prior written consent of Parent (provided, however, that with respect to paragraphs (h), (k) (as contemplated by any other provision it relates to offers of this Agreementemployment only), unless Parent shall consent in writing(o), which (p), (q), (t) and (v), such consent shall not be unreasonably withheld or delayed, (1) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, 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 persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, the Company shall not, and shall neither cause nor permit any Company Subsidiaries or any of the Company's affiliates (over which it exercises control), or any of its 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:):