Common use of Conduct of Business of the Company Pending the Merger Clause in Contracts

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except as contemplated by this Agreement, as set forth in the Company Schedule of Exceptions or as required by Law, or unless Parent shall otherwise consent in writing (such consent not to be unreasonably conditioned, withheld or delayed), the business of the Company and its Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 5.1, the Company shall use commercially reasonable efforts to preserve substantially intact its and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships with customers, suppliers, employees, licensees, licensors, partners and other Persons with which it or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this Agreement, as set forth in the Company Schedule of Exceptions or as required by Law, the Company and its Subsidiaries shall not, without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except as contemplated by this Agreement, as set forth in the Company Disclosure Schedule of Exceptions or as required by Law, or unless Parent shall otherwise consent in writing (such consent not to be unreasonably conditioned, withheld or delayed)writing, the business of the Company and its Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 5.1, the Company shall use commercially its reasonable best efforts to preserve substantially intact its and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships with customers, suppliers, employees, licensees, licensors, partners and other Persons with which it or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this Agreement, as set forth in the Company Disclosure Schedule of Exceptions or as required by Law, neither the Company and nor any of its Subsidiaries shall not, without the prior written consent of Parent (which consent shall (x) be in the sole discretion of Parent with respect to those actions prohibited by subsections (a), (b), (c), (d), (j), (q) and (s) with respect to actions pertaining to the foregoing subsections and (y) not be unreasonably conditioned, withheld or delayeddelayed with respect to those actions prohibited by the remaining subsections with respect to actions pertaining thereto):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof of this Agreement until the Effective Time, except as expressly contemplated by this Agreement, as required by applicable Law, as set forth in Section 5.1 of the Company Disclosure Schedule of Exceptions or as required by Law, or unless Parent shall otherwise consent in writing (such which consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed), the business of the Company and its Subsidiaries subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with past practice and not in violation of any other provisions of this Section 5.1, the Company shall, and shall cause each of its subsidiaries to, use commercially its reasonable best efforts to preserve substantially intact its and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships with customers, policyholders, suppliers, current officers and employees, licenseesProducers, licensors, partners Insurance Regulatory Authorities and other Persons persons with which it or any of has material business relations and maintain in effect all material Licenses required to carry on its Subsidiaries has significant business relationsbusiness. Without In addition to and without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule of Exceptions or as required by Law, neither the Company and nor any of its Subsidiaries subsidiaries shall not, without the prior written consent of Parent (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except Except as provided in or contemplated by this Agreement, as set forth in Section 6.1 of the Company Schedule of Exceptions Disclosure Letter or in the SEC Reports, as required by Lawapplicable Law or as consented to by Parent, or unless Parent shall otherwise which consent in writing (such consent will not to be unreasonably withheld, delayed or conditioned, withheld or delayed)during the period from the date of this Agreement to the Effective Time, the business of the Company and will conduct its Subsidiaries shall be conducted in operations according to its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 5.1the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact its and its Subsidiaries business organizationintact, and to preserve its and its Subsidiaries present maintain satisfactory relationships with customersGovernmental Entities, suppliers, employees, licensees, licensors, partners customers and other Persons with which it or any of its Subsidiaries has suppliers having significant business relationsdealings with them and keep available the services of their key employees. Without limiting the generality of the foregoing, between the date of this Agreement foregoing and the Effective Time, except as otherwise provided in or contemplated by this Agreement, as set forth in Section 6.1 of the Company Schedule of Exceptions Disclosure Letter, or as required by applicable Law, during the Company and its Subsidiaries shall notperiod from the date of this Agreement to the Effective Time, without the prior written consent of Parent (Parent, which consent shall will not be unreasonably withheld, delayed or conditioned, withheld or delayed):the Company will not, and will cause its Subsidiaries not to:

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except as contemplated by this Agreement, as set forth in the Company Schedule of Exceptions Agreement or as required by Lawlaw, or unless Parent shall otherwise consent agree in writing writing, (such consent not to be unreasonably conditioned, withheld or delayed), x) the business of the Company and its Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 5.1therewith, the Company shall use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships with customers, suppliers, employees, licensees, licensors, partners material customers and suppliers and other Persons with which it or any of its Subsidiaries has significant business relations. Without limiting relations and (y) it will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the generality transactions described on Section 5.1 of the foregoingCompany Disclosure Schedule under the heading “Dispositions” as promptly as possible following the date hereof . Notwithstanding anything herein to the contrary, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule of Exceptions or as required by Lawlaw, neither the Company and nor any of its Subsidiaries shall not, without the prior written consent of Parent (which consent consent, except with respect to Sections 5.1(a), 5.1(b). 5.1(c) and 5.1(d), shall not be unreasonably conditionedwithheld, withheld conditioned or delayed):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except Except as expressly provided in or contemplated by this Agreement, as set forth in Section 5.1 of the Company Schedule of Exceptions or Disclosure Letter, as required by applicable Law, or unless Parent shall otherwise as consented to by Parent, which consent in writing (such consent may not to be unreasonably withheld, delayed, or conditioned, withheld during the period from the date hereof to the Effective Time (or delayedthe earlier termination of this Agreement pursuant to ARTICLE VII), the business of the Company shall, and shall cause its Subsidiaries shall be conducted to, subject to the restrictions in its this Section 5.1, use commercially reasonable efforts to conduct in all material respects their respective operations and business according to their ordinary course of business and, to the extent consistent with past practice and not in violation of any other provisions of this Section 5.1, the Company shall use commercially reasonable efforts to preserve their business organizations substantially intact its intact, maintain existing relationships and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships goodwill with customers, suppliers, suppliers and Governmental Entities and keep available the services of their key employees, licensees, licensors, partners and other Persons with which it or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement foregoing and the Effective Time, except (i) as otherwise provided in or contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Schedule of Exceptions or Disclosure Letter, (iii) as required by Lawapplicable Law or (iv) in connection with the issuance of Shares of Class A Common Stock in exchange for LLC Units and Class B Common Stock pursuant to the terms of the LLC Agreement, during the Company and its Subsidiaries shall notperiod from the date hereof to the Effective Time, without the prior written consent of Parent (Parent, which consent shall may not be unreasonably withheld, delayed, or conditioned, withheld or delayed):the Company shall not, and shall cause its Subsidiaries not to:

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except as contemplated by this Agreement, as set forth in the Company Schedule of Exceptions or as required by Law, or unless Parent shall otherwise consent in writing (such consent not to be unreasonably conditioned, withheld or delayed), the business of the Company and its Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 5.1, the Company shall use commercially reasonable efforts to preserve substantially intact its and its Subsidiaries business organization, and to preserve its and its Subsidiaries present relationships with customers, suppliers, employees, licensees, licensors, partners and other Persons with which it or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise contemplated expressly required or expressly permitted by this AgreementAgreement or Section 5.1 of the Company’s Disclosure Letter, as set forth in and except with the Company Schedule prior written consent of Exceptions Buyer, which consent shall not be unreasonably withheld, conditioned or as required by Lawdelayed, the businesses of the Company and its Subsidiaries shall notbe conducted in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to preserve in all material respects the assets and properties of the Company and its Subsidiaries in good repair and condition, to keep available the services of the current officers and key employees of the Company and its Subsidiaries and to preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or any of its Subsidiaries has significant business relations. Except as expressly required or expressly permitted by this Agreement or as set forth in Section 5.1 of the Company’s Disclosure Letter, neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and the Effective Time, do any of the following without the prior written consent of Parent (Buyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed)::