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

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayedi) or as consented to in writing by Parent, (ii) as specifically contemplated by this Agreement or (iii) as set forth in Section disclosed on SECTION 4.01(a) OF THE COMPANY DISCLOSURE SCHEDULE (with specific reference to the subsection of this Section 4.01 to which the Company Letterinformation stated in such disclosure relates and such other subsections of this Section 4.01 to the extent a matter is disclosed in such a way as to make its relevance to the information called for by such other subsection readily apparent), the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use their commercially reasonable efforts to comply with all applicable Laws laws, rules and regulations and, to the extent consistent therewith, use their commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, technology and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permitsin all material respects. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement but subject to the Effective Timeclauses (i), except with the prior written consent of Parent (which shall not be unreasonably delayedii) or as specifically contemplated by this Agreement or as set forth in Section 4.01(aand (iii) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)above, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement Agreement, required by applicable Law or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable best efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable best efforts to keep available the services of their present officers, software developers current officers and other employees, to preserve their assets and technologyassets, their relationships with material customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, material rights and material Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or ), as specifically contemplated by this Agreement Agreement, as required by applicable Law or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated set forth in such disclosure Section relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to and continuing through the Effective TimeClosing Date, except as expressly required by this Agreement, or as expressly set forth in Section 6.1 of the Company Disclosure Schedule, or with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company LetterBuyer, the Company shall, shall and shall cause each of its Subsidiaries to, to (a) carry on their respective businesses business in the ordinary course in all material respects consistent with past practice and practice; (b) use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable best efforts to keep available the present services of their present officers, software developers the Company Employees; and other employees, (c) use commercially reasonable best efforts to preserve intact their assets material businesses, operations, and technologyrelations with clients, their relationships with customersproducers, suppliersreinsurers, licensors, licensees, distributors service providers and others having material business dealings with them and to maintain their franchises, rights and Permitswhom they conduct business. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated expressly required by this Agreement or as expressly set forth in Section 4.01(a) 6.1 of the Company Letter Disclosure Schedule or consented to in writing by Buyer (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relatesconsent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and nor shall not it permit any of its Subsidiaries to, directly or indirectly:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a5.1(a) of the Company LetterDisclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, and use commercially its reasonable best efforts to keep available the services of their present officers, software developers officers and other employees, employees and to preserve their assets and technology, their relationships with licensors, licensees, partners, customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoingFurther, during the period from the date of this Agreement to the Effective Time, except (1) with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), (2) or upon at least 24 hours prior notice, as may be required by applicable Law (including the rules of NASDAQ, excluding any shareholder voting requirements contained therein), (3) as specifically contemplated or permitted by this Agreement or (4) as set forth in Section 4.01(a5.1(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a5.1(a) of the Company LetterDisclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, carry on their its respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, and use commercially its reasonable best efforts to keep available the services of their its present officers, software developers officers and other employees, employees and to preserve their its assets and technology, their its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them it and to maintain their its franchises, rights and PermitsPermits in all material respects. Without in any way limiting the generality of the foregoingFurther, during the period from the date of this Agreement to the Effective Time, except (1) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (2) or as may be required by applicable Law (including the rules of NASDAQ, excluding any stockholder voting requirements contained therein), (3) as specifically contemplated by this Agreement or (4) as set forth in Section 4.01(a5.1(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a3.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, key employees and to preserve their assets and technology, technology and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their material franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a3.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 3.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. The contact persons for each of the Parent and the Company for purposes of administrating this Section 4.01(a) are set forth in Section 4.01(a) of the Company Letter. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) as specifically disclosed in Section 4.01 of the Company Disclosure Letter, (ii) with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company LetterAgreement, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, key employees and to preserve their assets and technology, technology and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) as specifically disclosed in Section 4.01 of the Company Disclosure Letter, (ii) with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, key employees and to preserve their assets and technology, technology and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their material franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as consented to in writing in advance by Assertio, as otherwise specifically contemplated required by this Agreement (including Section 6.16) or as set forth in Section 4.01(a6.1(a) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses its business in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws andpreserve intact its business organization, to the extent consistent therewithpreserve its material assets, use commercially reasonable efforts to keep available the services of their present officersrights and properties in good repair and condition, software developers preserve its goodwill and other employees, to preserve their assets and technology, their maintain satisfactory relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them it. In addition to and to maintain their franchises, rights and Permits. Without in any way without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a6.1(a) of the Company Disclosure Letter or as specifically required by this Agreement (with specific reference to the subsection of this including Section 4.01 to which the information stated in such disclosure relates6.16), the Company shall not, and shall not permit any of its Subsidiaries Subsidiaries, without Assertio’s prior written consent (which (i) from and after June 30, 2020, shall not be unreasonably withheld, conditioned or delayed with respect to the matters in clauses (v), (vii), (viii), (ix) through (xix) and (xxi) or (ii) at any time, shall not be unreasonably withheld, conditioned or delayed with respect to the matters in clause (ix)(D)), to:

Conduct of Business by the Company. During the period from From the date of this Agreement through the earlier of the termination pursuant to Article 9 of this Agreement or the Effective TimeTime (the “Pre-Closing Period”), except with the prior written consent of as Parent may otherwise approve in writing (which approval shall not be unreasonably withheld or delayed) or as specifically otherwise expressly contemplated or required by this Agreement or as set forth in Section 4.01(a) of the Company LetterAgreement, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses conduct its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws practice, and, to the extent consistent therewith, shall use commercially reasonable efforts to keep available the services of their present officers, software developers and other employees, to preserve their assets and technology, their its relationships with contractors, suppliers, customers, suppliersvendors, licensors, licensees, distributors landlords and others having material business dealings with them and whom the Company or any of its Subsidiaries has contractual or other commercial relations in substantially the same manner as they have prior to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to Agreement. Without limiting the Effective Timeforegoing, except with as set forth on Section 5.2 of the prior written consent Disclosure Schedule or as otherwise expressly contemplated by the terms of the Transaction Documents and except as Parent may otherwise approve in writing (which approval shall not be unreasonably withheld or delayed) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of ), during the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)Pre-Closing Period, the Company shall not, and shall not permit any of cause its Subsidiaries not to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or Parent, as specifically contemplated by this Agreement Agreement, as required by applicable Law or as set forth in Section 4.01(a) of the Company Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice in all material respects and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers officers and other employees, to preserve their assets and technologyassets, their relationships with customers, material suppliers, licensors, licensees, distributors distributors, Franchisees and others having material business dealings with them and to maintain their material franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent (which shall not be unreasonably delayed) or Parent, as specifically contemplated by this Agreement Agreement, as required by applicable Law or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except (i) as specifically disclosed in Section 4.01 of the Company Disclosure Letter, (ii) with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company LetterAgreement, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and use commercially reasonable efforts to comply with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to keep available the services of their present officers, software developers officers and other employees, employees and to preserve their assets and technology, technology and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them and to maintain their franchises, rights and Permits. Without in any way limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) as specifically disclosed in Section 4.01 of the Company Disclosure Letter, (ii) with the prior written consent of Parent (the decision with respect to which shall not be unreasonably delayed) or (iii) as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Letter (with specific reference to the subsection of this Section 4.01 to which the information stated in such disclosure relates)Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to: