Common use of Conduct of Business of the Companies Clause in Contracts

Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentence, during the period from the date hereof to the Closing Date, except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement or required by law or as set forth in SCHEDULE 5.1(a) attached hereto, the Sellers shall not permit any Company to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practice, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice, (j) transfer, lease, license, mortgage, pledge or encumber or otherwise dispose of any assets, other than in the ordinary course of business and consistent with past practice, or dispose of or permit to lapse any material rights, (k) fail to maintain its books of account and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, and (p) agree, whether or not in writing, to do any of the foregoing.

Conduct of Business of the Companies. During the period from the date of this Agreement to the Closing Date, the Owners shall cause the Companies to, and the Companies shall, conduct the operations of the Companies only according to their respective Ordinary Course of Business and to use their respective Best Efforts to preserve intact the business organizations of the Companies, keep available the services of managers, officers and employees of each of the Companies and maintain satisfactory relationships with licensors, suppliers, distributors, lessees, clients and others having business relationships with any of the Companies. During the period from the date hereof to and including the Closing Date, the Sellers hereby covenant that they Companies shall, and the Owners shall cause each Company to conduct its operations the Companies to, pay all accounts payable and other payables of the Companies in the ordinary course of business, a timely manner consistent with past practicepractices. Notwithstanding the immediately preceding sentence, during the period from the date hereof to pending the Closing Date, and except as may be first 28 approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement is otherwise permitted or required by law or as set forth in SCHEDULE 5.1(a) attached heretothis Agreement, the Sellers shall not permit any Company to Owners will cause the Companies to, and the Companies will, (a) amend its articles cause their respective Articles of incorporationIncorporation, bylaws or Articles of Organization, By-Laws and/or Operating Agreement and other similar corporate governance instrumentsgoverning documents to be maintained in their form on the date of this Agreement, (b) increase maintain the compensation payable to, or to become payable by such Company to, any of its directorsthe Companies to any officer, officers employee or employees being paid $100,000 per year or more agent at their levels on the date of this Agreement Agreement, except pursuant for increases to non-salary store personnel consistent with past practices, and increases to salary personnel consistent with past practices not to exceed the terms of any contract, agreement, plan or arrangement set forth increase in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayedCPI during the preceding 12-month period, (c) increase refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons persons except pursuant to those that may have already been accrued, and bonus and insurance payments in the terms Ordinary Course of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c)Business and consistent with the past practice of such Company, (d) enter refrain from entering into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course Ordinary Course of business consistent with past practiceBusiness, (e) increase refrain from paying or declaring any dividends or making any distribution in cash or in property to any of its indebtedness for borrowed money, except borrowings under such Company's existing credit agreementsshareholders or members (other than cash distributions consistent with past practices not exceeding $45,600 per weekly period), (f) except as permitted pursuant to Section 5.8refrain from creating, declare or pay any dividends in respect of any capital stock of such Companyincurring, or redeem, purchase assuming any long-term or otherwise acquire any short-term debt (other than accounts payable incurred in the Ordinary Course of such Company's capital stockBusiness consistent with past practices) whether for money borrowed or otherwise, (g) issue refrain from assuming, guarantying, endorsing or sell any shares of its capital stock otherwise becoming liable or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to responsible for the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business obligation of any Person, (h) refrain from making any loans, advances or capital contributions to, or investments in, any other Person (other than accounts receivables arising in the Ordinary Course of Business), (i) modifyrefrain from making any change affecting any bank, amend safe deposit or terminate any power of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course attorney arrangements of business and consistent with past practicea Company, (j) transferrefrain from incurring or committing to any capital expenditure, lease, license, mortgage, pledge obligations or encumber or otherwise dispose of any assets, other than liabilities in respect thereof which in the ordinary course of business and consistent with past practice, aggregate exceed or dispose of or permit to lapse any material rightswould exceed $10,000 on a cumulative basis, (k) fail refrain from any action which may subject the assets of any Company to maintain its books any Encumbrance of account any kind or character except in such Company's Ordinary Course of Business, and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind refrain from taking any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxesthe taking of which, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) from omitting to take any other action that action, the omission of which, would cause any of their the representations and warranties contained in Articles II and ARTICLE III to fail to be untruetrue and correct in all respects as of the Closing Date as though made on and as of the Closing Date. During the period from the date of this Agreement to the Closing Date, the Owners shall cause the Companies to, and the Companies shall, confer on a regular and frequent basis with one or more designated Representatives of Purchaser to report material operational matters and to report the general status of ongoing operations of the Companies. The Owners shall cause the Companies to, and the Companies shall, notify Purchaser of any unexpected emergency or other change in the normal course of any of their respective businesses or in the operation of any of their respective properties and of any Proceeding (p) agreeor communications indicating that the same may be contemplated), whether involving any material property of any Company, and to keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith. Except as otherwise expressly permitted by this Agreement, and without limiting the generality of the foregoing, between the date of this Agreement and the Closing Date, the Owners will cause the Companies not to, and the Companies will not, without the prior written consent of Purchaser, take any affirmative action, or not in writingfail to take any reasonable action within their or its control, to do as a result of which any of the foregoingchanges or events listed in SECTION 3.21 hereof is likely to occur.

Conduct of Business of the Companies. During the period from the date hereof of this Agreement to the Closing DateClosing, the Sellers hereby covenant that they Cable shall cause each Company the Companies to conduct its their operations in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentence, during the period from the date hereof to pending the Closing Date, and except as may be first approved in writing by the Purchaser Buyer (such approval not to be unreasonably withheld or delayedwithheld) or as expressly provided in this Agreement is otherwise permitted or required by law or as set forth in SCHEDULE 5.1(a) attached heretothis Agreement, the Sellers Cable shall not permit any Company to cause (a) amend its articles the Companies' Articles of incorporation, bylaws or other similar corporate governance instrumentsIncorporation and By-Laws to be maintained in their respective forms on the date of this Agreement, (b) increase the compensation payable to, or to become payable by such Company tothe Companies to any director, any of its directors, officers officer or employees employee being paid $100,000 per year or more to be maintained at the amount existing on the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayedAgreement, (c) increase the Companies to refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons persons except pursuant to those that have been accrued or accrue in the terms ordinary course of any contract, agreement, plan or arrangement business and except as set forth in SCHEDULE 5.1(c), this Agreement (d) enter the Companies to refrain from entering into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practicebusiness, (e) increase the Companies to refrain from increasing its indebtedness for borrowed money, except current borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practicebusiness, (jf) transfer, lease, license, mortgage, pledge the Companies to refrain from canceling or encumber waiving any claims or otherwise dispose rights of any assets, other than substantial value which individually is or in the ordinary course of business and consistent with past practice, or dispose of or permit aggregate are material to lapse any material rights, (k) fail to maintain its books of account and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, the Companies; and (pg) agreethe Companies to refrain from declaring or paying any dividends, whether or not in writingnotwithstanding the above, to do any nothing contained herein prohibits the repayment of the foregoingshareholder note as provided in Section 5._herein.

Conduct of Business of the Companies. During the period from the date hereof Except (i) as contemplated by this Agreement, (ii) to the Closing Dateextent required by any applicable Law, the Sellers hereby covenant that they shall cause each Company (iii) as set forth on Schedule 6.1, (iv) as consented to conduct its operations in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentence, during the period from the date hereof to the Closing Date, except as may be approved in writing by the Purchaser Buyer (such approval which consent shall not to be unreasonably withheld withheld, Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. 51 conditioned or delayed) or (v) as expressly provided in would not cause either Company to breach or violate such Company’s Governing Documents, from and after the date hereof until the earlier of the Closing or the termination of this Agreement or required by law or as set forth in SCHEDULE 5.1(a) attached heretoaccordance with its terms, the Sellers shall not permit any (A) cause the Company to (ax) amend conduct its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments business in the ordinary course of business consistent with past practicepractice in all material respects and (y) use commercially reasonable efforts to preserve intact its business organization and its present commercial relationships with employees, customers, suppliers and other Persons who have commercial relationships with the Company, and to keep available the services of its present officers and management-level employees and (B) cause the Company not to: CELSE; (a) modify or amend any of the Governing Documents of the Companies or of (b) issue, sell, pledge, encumber or grant any (i) Equity Interests in a Company or in CELSE, (eii) increase its indebtedness securities convertible into or exchangeable for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such CompanyEquity Interests, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase acquire any such Equity Interests or subscribe to(iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other securities the value of which is derived fromthe price or value of the Equity Interests in a Company or in CELSE; (c) adopt a plan or agreement of complete or partial liquidation or dissolution or any Company or CELSE; (d) acquire by merging or consolidating with, or enter into any arrangement by purchasing a substantial amount of Equity Interests in or contract with respect to substantial portion of the issue and sale assets of, any shares of its capital stock Person or any other securities, division thereof; (e) except to the extent required to comply with applicable Law or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business terms of any PersonCompany Plan, (i) modifyadopt, amend materially amend, increase benefits under, or terminate any of Company Plan or otherwise take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Company Plan; or (iii) enter into any collective bargaining agreement or other agreements with labor organizations; (f) change its Material Contracts material accounting principles, methods, policies or waive, release or assign any material rights or claimsprocedures, except in to the ordinary course of business and consistent extent required to conform with past practice, IFRS or applicable Law; (jg) transfer, lease, license, mortgage, pledge or encumber or otherwise dispose of any assets, other than in the ordinary course of business and consistent with past practicebusiness, sell, lease, assign, transfer or otherwise dispose of any of its material properties or permit assets, except with respect to lapse (i) the Transmission Line Transfer, in case such Transmission Line Transfer is required to take place before Closing by applicable Law and (ii) properties or assets having a value no greater than R$10,000,000 individually or R$25,000,000 in the aggregate; (h) change its fiscal year; (i) amend in any material rightsrespect or terminate (other than by completion thereof) any Material Contract; (j) create, (k) fail to maintain its books incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money in an amount in excess of account R$25,000,000; provided that the Certain identified information marked with [***] has been excluded from this exhibit because it is not material and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, and (p) agree, whether or not in writing, to do any is of the foregoingtype that the registrant treats as private and confidential.