Common use of CONDUCT OF BUSINESS OF THE COMPANY AND VEECO Clause in Contracts

CONDUCT OF BUSINESS OF THE COMPANY AND VEECO. During the period from the date of this Merger Agreement and continuing until the earlier of the termination of this Merger Agreement and the Effective Time, each of the Company and Veeco agrees (except to the extent expressly contemplated by this Merger Agreement or as consented to in writing by the other) to, and to cause their respective Subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due (subject (i) to good faith disputes over such debts or Taxes and (ii) in the case of Taxes of the Acquired Corporations, to Veeco's consent (which consent will not be unreasonably withheld or delayed) to the filing of material Tax Returns if applicable), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, use its best efforts consistent with past practice to keep available the services of its present officers and key employees and agents and use its best efforts consistent with past practice to preserve its relationships and good will with customers, suppliers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall confer with Veeco concerning operational matters of the Acquired Corporations of a material nature and otherwise report periodically to Veeco concerning the status of the Acquired Corporations' business, operations and finances. Without limiting the foregoing, except as expressly contemplated by this Merger Agreement, neither the Company nor Veeco shall do, cause or permit any of the following without the prior written consent of the other (which consent will not be unreasonably withheld or delayed):

CONDUCT OF BUSINESS OF THE COMPANY AND VEECO. During the period from the date of this Merger Agreement and continuing until the earlier of the termination of this Merger Agreement and the Effective Time, each of the Company and Veeco agrees (except to the extent expressly contemplated by this Merger Agreement or as consented to in writing by the other) to), and to cause their respective Subsidiaries to, carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due (subject (i) to good faith disputes over such debts or Taxes taxes and (ii) in the case of Taxes of the Acquired CorporationsCompany, to Veeco's consent (which consent will not be unreasonably withheld or delayed) to the filing of material Tax Returns if applicable), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizationorganizations, use its best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and agents and use its best efforts consistent with past practice to preserve its and its subsidiaries' relationships and good will with customers, suppliers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business dealings with itit or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Each of the Company and Veeco shall, and shall cause each of its subsidiaries to, confer with Veeco the other concerning operational matters of the Acquired Corporations of a material nature and otherwise report periodically to Veeco the other concerning the status of the Acquired Corporations' its business, operations and finances, and those of its subsidiaries. Without limiting the foregoing, except as expressly contemplated by this Merger Agreement, neither the Company nor Veeco shall do, cause or permit any of the following following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other (which consent will not be unreasonably withheld or delayed):other:

CONDUCT OF BUSINESS OF THE COMPANY AND VEECO. During the period from the date of this Merger Agreement and continuing until the earlier of the termination of this Merger Agreement and the Effective Time, each of the Company and Veeco agrees (except to the extent expressly contemplated by this Merger Agreement or as consented to in writing by the other) to), and to cause their respective Subsidiaries to, carry on its business and its Subsidiaries' businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due (subject (i) to good faith disputes over such debts or Taxes and (ii) in the case of Taxes of the Acquired Corporations, to Veeco's consent (which consent will not be unreasonably withheld or delayed) to the filing of material Tax Returns if applicableTaxes), to pay or perform other obligations when duedue (subject to good faith disputes over such obligations), and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizationorganizations, use its best reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and agents and use its best reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships and good will with customers, suppliers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business dealings with itit or its Subsidiaries, provided that immediately prior to the end that Closing the Company may make special bonus payments to its goodwill employees in an aggregate amount not to exceed $200,000. Each of the Company and ongoing businesses Veeco shall, and shall be unimpaired at the Effective Time. The Company shall cause each of its Subsidiaries to, confer with Veeco the other concerning operational matters of the Acquired Corporations of a material nature and otherwise report periodically to Veeco concerning the status of the Acquired Corporations' business, operations and financesnature. Without limiting the foregoing, except as expressly contemplated by this Merger Agreement, neither the Company nor Veeco shall do, cause or permit any of the following following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of the other (which consent will not be unreasonably withheld or delayed):other:

CONDUCT OF BUSINESS OF THE COMPANY AND VEECO. During the period from the date of this Merger Agreement and continuing until the earlier of the termination of this Merger Agreement and the Effective Time, each of the Company and Veeco agrees (except to the extent expressly contemplated by this Merger Agreement or as consented to in writing by the other) to), and to cause their respective Subsidiaries to, carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due (subject (i) to good faith disputes over such debts or Taxes taxes and (ii) in the case of Taxes of the Acquired CorporationsCompany or any of its Subsidiaries, to Veeco's consent (which consent will not be unreasonably withheld or delayed) to the filing of material Tax Returns if applicable), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizationorganizations, use its best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and agents and use its best efforts consistent with past practice to preserve its and its subsidiaries' relationships and good will with customers, suppliers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business dealings with itit or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Each of the Company and Veeco shall, and shall cause each of its subsidiaries to, confer with Veeco the other concerning operational matters of the Acquired Corporations of a material nature and otherwise report periodically to Veeco the other concerning the status of the Acquired Corporations' its business, operations and finances, and those of its subsidiaries. Without limiting the foregoing, except as expressly contemplated by this Merger Agreement, neither the Company nor Veeco shall do, cause or permit any of the following following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other (which consent will not be unreasonably withheld or delayed):other:

CONDUCT OF BUSINESS OF THE COMPANY AND VEECO. During the period from the date of this Merger Agreement and continuing until the earlier of the termination of this Merger Agreement and the Effective Time, each of the Company and Veeco agrees (except to the extent expressly contemplated by this Merger Agreement or as consented to in writing by the other) to), and to cause their respective Subsidiaries to, carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due (subject (i) to good faith disputes over such debts or Taxes taxes and (ii) in the case of Taxes of the Acquired CorporationsCompany or any of its subsidiaries, to Veeco's consent (which consent will not be unreasonably withheld or delayed) to the filing of material Tax Returns if applicable), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizationorganizations, use its best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and agents and use its best efforts consistent with past practice to preserve its and its subsidiaries' relationships and good will with customers, suppliers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business dealings with itit or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall confer with Veeco concerning operational matters Each of the Acquired Corporations Company and Veeco agrees to promptly notify the other of a material nature and otherwise report periodically to Veeco concerning any event or occurrence not in the status ordinary course of the Acquired Corporationsits or its subsidiaries' business, operations and financesof any event which could have a Material Adverse Effect. Without limiting the foregoing, except as expressly contemplated by this Merger Agreement, neither the Company nor Veeco shall do, cause or permit any of the following following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other other: (which consent will not be unreasonably withheld or delayed):a)