Common use of Conduct of Business of Company Clause in Contracts

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by Parent), to carry on its business in the usual regular and ordinary course in substantially the same manner as heretofore conducted, and in compliance in all material respects with all applicable Legal Provisions, to pay or perform its obligations when due and to use all reasonable efforts to preserve intact its present business organizations, keep available the services of its present officers and key employees 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 shall be unimpaired at the Effective Time. Without limiting the foregoing, except as expressly contemplated by this Agreement or the Company Disclosure Schedule, Company shall not do, cause or permit any of the following, without the prior written consent of Parent:

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly Except as contemplated by this Agreement or as consented permitted by the provisions of this Section 5.1, during the period from the date hereof to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, conduct its operations in writing by Parent)the ordinary course of business consistent with past practice and, to carry on its business the extent consistent therewith, with no less diligence and effort than would be applied in the usual regular and ordinary course in substantially the same manner as heretofore conductedabsence of this Agreement, and in compliance in all material respects with all applicable Legal Provisions, to pay or perform its obligations when due and to use all reasonable efforts seek to preserve intact its present current business organizations, seek to keep available the services service of its present current officers and key employees and seek to preserve its relationships with customers, suppliers, distributors, licensors, licensees suppliers and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by provided in this Agreement or in Section 5.1 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall not, and shall not do, cause or permit any of the followingits subsidiaries to, without the prior written consent of Parent: