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

Conduct of Business by the Company. Except for matters expressly permitted by the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except for matters (i) as expressly permitted contemplated by this Agreement (ii) as required by Law, or (iii) as described in Section 5.1 of the Transaction AgreementsCompany Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time Time, the Company shallshall conduct its business and shall cause its Subsidiaries’ business to be conducted in all material respects in the ordinary course consistent with past practice, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizationorganizations, keep available the services service of its and its Subsidiaries’ current officers and employees, maintain and preserve its and its Subsidiaries’ relationships with customers, suppliers, vendors, licensors, and licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without Without limiting the generality of the foregoing, except for matters as expressly permitted contemplated by this Agreement and except or as set forth described in Section 6.01 5.1 of the Company Disclosure LetterSchedule, during the period from the date of this Agreement hereof to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary its Subsidiaries to, do any of the 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. Except for matters expressly permitted as consented to by Parent in writing, during the Transaction Agreements, period from the date of this Agreement to and continuing until the earlier of the termination of this Agreement and the Effective Time Time, the Company shall, shall and shall cause each Company Subsidiary to, conduct its subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice and usual course of business in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use its commercially best reasonable efforts to preserve intact its their current business organizationorganizations, to keep available the services of its their current officers and employees, maintain its employees and preserve their relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others those persons having business dealings with them them, all with the goal of preserving unimpaired its goodwill and preserve ongoing businesses at the goodwill of the Company and the Company SubsidiariesEffective Time. In addition, and without Without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement senior officers of Parent and except as set forth in Section 6.01 the Company shall meet on a regular basis to review the financial and operational affairs of the Company Disclosure Letterand its subsidiaries, from in accordance with applicable law, and the date Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement to the Effective TimeAgreement, the Company shall not, and shall not permit any Company Subsidiary of its subsidiaries 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. Except for matters as expressly permitted contemplated by this Agreement or as described in Section 5.1 of the Transaction AgreementsCompany Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its and its Subsidiaries’ business in the ordinary and usual course of business and consistent with past practice and, to the extent consistent therewith, shall use its commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizationorganizations, keep available the services service of its and its Subsidiaries’ current officers and key employees, maintain preserve its and its Subsidiaries’ relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents suppliers and others having significant business dealings with them it and preserve the goodwill of the Company and the Company its Subsidiaries. In addition, and without Without limiting the generality of the foregoing, except for matters as expressly permitted contemplated by this Agreement and except or as set forth described in Section 6.01 5.1 of the Company Disclosure LetterSchedule, during the period from the date of this Agreement hereof to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary its Subsidiaries 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. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and comply with all applicable Laws in all material respects, and, to the extent consistent therewith, use its reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as provided in Section 5.01(a) of the Company Disclosure Letter and except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parentconsent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, period from the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct carry on its business in the ordinary course consistent with past practice (including in respect of research and usual course of business development activities and programs) and in compliance in all material respects with all applicable laws, regulations and treaties and, to the extent consistent therewith, use its all commercially reasonable efforts to preserve intact its current business organizationorganizations, keep available the services of its officers current officers, employees and employees, maintain consultants and preserve its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them it with the intention that its goodwill and preserve ongoing business shall be unimpaired at the goodwill Effective Time, except as set forth in Section 4.01(a) of the Company and the Company SubsidiariesDisclosure Letter. In addition, and without Without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of during the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parent, (which consent shall not be unreasonably withheld or delayed:):

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company agrees (except to the Effective Time extent that Parent shall otherwise consent in writing) to carry on its business and to cause the Company shall, and shall cause each Company Subsidiary to, conduct its Subsidiaries to carry on their business in the ordinary course in substantially the same manner as heretofore conducted and usual course of business in compliance in all material respects with all applicable laws and regulations, to pay their debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other material obligations when due, and to use its commercially all reasonable efforts consistent with past practice and policies to preserve intact its current their present business organizationorganizations, keep available the services of its their present officers and key employees, maintain its and preserve their relationships with customers, suppliers, vendorsdistributors, licensors, licensees, distributors and agents and others having business dealings with them and preserve them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and the Subsidiaries at the Effective Time. The Company Subsidiariesshall promptly notify Parent of any event which materially adversely affects the Company, any Subsidiary, or their businesses. In addition, and without limiting the generality of the foregoing, except for matters Except as expressly permitted contemplated by this Agreement and except as set forth or disclosed in Section 6.01 of the Company Disclosure Letter, from the date of this Agreement to the Effective TimeSchedule 4.1, the Company shall not, and shall not permit any Company Subsidiary 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. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as expressly permitted pursuant to this Section 4.01(a)(i) through (xvi) or otherwise pursuant to this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted pursuant to this Agreement, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld or delayedconsent:

Conduct of Business by the Company. Except for matters expressly permitted or contemplated by the Transaction Agreementsthis Agreement or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, continue its research and development activities, keep available the services of its officers and employees, employees and maintain its relationships with material customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiariesthem. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement and except as set forth Agreement, in Section 6.01 of connection with drawing from the Company Disclosure LetterLine of Credit pursuant to its terms, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and comply with all applicable Laws in all material respects, and, to the extent consistent therewith, use its reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) as provided in Section 5.01(a) of the Company Disclosure Letter, (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Xxxx Royalty Fund, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parentconsent, which consent shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except for matters (i) as expressly permitted set forth in Section 5.01 of the Company Disclosure Letter; (ii) as expressly required by this Agreement; (iii) as required by applicable Law or (iv) with the Transaction Agreementsprior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) from the date of this Agreement to the Effective Time Time, the Company shall, and shall cause each Company Subsidiary to, conduct its the business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and each Company Subsidiary in the Company SubsidiariesOrdinary Course of Business. In addition, and without limiting the generality of the foregoing, except for matters (i) as expressly permitted by this Agreement and except as set forth in Section 6.01 5.01 of the Company Disclosure Letter; (ii) as expressly required by this Agreement; (iii) as required by applicable Law or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and comply with all applicable Laws in all material respects, and, to the extent consistent therewith, use its reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except (i) as provided in Section 5.01(a) of the Company Disclosure Letter, (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Pxxx Royalty Fund, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parentconsent, which consent shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to carry on its business in the ordinary course consistent with past practice and comply with all applicable Laws in all material respects, and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as provided in Section 5.1(a) of the Company Disclosure Letter, as otherwise expressly contemplated by this Agreement, or as may be required to comply with applicable Law or any Contract of the Company or any of its Subsidiaries that has been disclosed in the Company Disclosure Letter) the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parent, (which consent shall not be unreasonably withheld or delayed:):

Conduct of Business by the Company. Except for matters as expressly permitted by this Agreement or as required by applicable Law or as set forth in Section 5.3 of the Transaction AgreementsCompany Disclosure Schedule, during the period from the date of this Agreement to hereof until the Effective Time Time, unless Parent otherwise consents in writing, which consent shall not be unreasonably withheld or delayed, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, (x) conduct its business in the ordinary course consistent with past practice and usual course of business and (y) use its commercially reasonable efforts to maintain and preserve intact its current business organization, keep available the services of organization and its officers goodwill and employees, maintain its relationships with producers, brokers, customers, suppliers, vendors, licensors, licensees, distributors employees, consultants and agents and others having business dealings other Persons with them and preserve the goodwill of whom the Company or its Subsidiaries have material business relationships and retain the Company Subsidiariesservices of its present officers and key employees. In addition, and without Without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 5.3 of the Company Disclosure Letter, Schedule during the period from the date of this Agreement hereof to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries 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. Except for matters as expressly permitted by the Transaction Agreementsthis Agreement, from the date of this Agreement to the Effective Time Time, each of the Company shall, and its Subsidiaries shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary and usual course of business and in substantially the same manner as previously conducted and use its commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees, maintain employees and keep its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them to the end that its goodwill and preserve ongoing business shall be unimpaired at the goodwill Effective Time. Each of the Company and its Subsidiaries shall maintain its assets and all parts thereof in as good working order and condition as at present, ordinary wear and tear excepted, consistent with past practice, and shall maintain in full force and effect current insurance policies or other comparable insurance coverage with respect to the Company Subsidiariesassets and potential liabilities thereof. In addition, and without limiting the generality of the foregoing, except for matters conduct otherwise expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure LetterAgreement, from the date of this Agreement to the Effective Time, the Company shall not, not and it shall not permit any Company Subsidiary to, of its Subsidiaries 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. Except for matters expressly permitted by Pending the Transaction Agreements, from Closing. Between the date of this Agreement to and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company shallDisclosure Schedule or as otherwise expressly required by any other provision of this Agreement or by applicable Law, and shall cause each or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company Subsidiary towill, (i) conduct its business operations only in the ordinary and usual course of business business, and (ii) use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers the current officers, employees and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill consultants of the Company and to preserve the goodwill and current relationships of the Company Subsidiarieswith customers, suppliers and other Persons with which the Company has business relations. In addition, and without Without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 5.1 of the Company Disclosure Letter, from the date Schedule or as otherwise expressly required by any other provision of this Agreement to the Effective Timeor by applicable Law, the Company shall not, between the date of this Agreement and shall not permit any Company Subsidiary tothe earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, do directly or indirectly, take any of the following actions without the prior written consent of Parent, which consent shall Parent (not to be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by the Company. Except for matters expressly permitted by During the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary and usual course of business and use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees, maintain its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them and preserve the goodwill of the Company and the Company Subsidiaries. In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by this Agreement and except as set forth in Section 6.01 of the Company Disclosure Letter, period from the date of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xiv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business (including making maintenance expenditures) in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted by or required pursuant to this Agreement, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld or delayedconsent:

Conduct of Business by the Company. Except for matters as expressly permitted by clauses (i) through (xvi) of this Section 4.1(a), during the Transaction Agreements, period from the date of this Agreement to through the Effective Time Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct in all material respects carry on its business in the ordinary and usual course of its business and as currently conducted and, to the extent consistent therewith, use its commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees, maintain employees and preserve its relationships with customers, suppliers, vendors, licensors, licensees, distributors and agents suppliers and others having business dealings with them it to the end that its goodwill and preserve ongoing business shall be unimpaired at the goodwill of the Company and the Company SubsidiariesEffective Time. In addition, and without Without limiting the generality of the foregoing, and except for matters as otherwise expressly permitted contemplated by this Agreement and except or as set forth in Section 6.01 of the Company Disclosure Letter, from the date of this Agreement Letter (with specific reference to the Effective Timeapplicable subsection below), the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld or delayed:):