Common use of Conduct of Business of the Company Prior to the Effective Time Clause in Contracts

Conduct of Business of the Company Prior to the Effective Time. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company agrees, except as set forth in Section 4 of the Company Disclosure Letter or to the extent that Parent shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay timely its debts and Taxes, subject to good faith disputes over such debts or taxes, and on the same payment terms such debts and taxes have historically been paid, to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, and to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company, to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent of any material event or occurrence not in the ordinary course of business of the Company. Except as expressly provided for by this Agreement or as set forth on the Company Disclosure Letter, the Company shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business of the Company Prior to the Effective Time. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Effective Time, the Company agrees, except as set forth in Section 4 of the Company Disclosure Letter or to the extent that Parent shall otherwise consent expressly contemplated by this Agreement (including, without limitation, in writingconnection with the Transition Matters and the incurrence of any Transition Costs, each as contemplated by Section 5.16 and subject to the final sentence of this Section 5.1) or as consented to in writing by NetRatings upon the approval of a majority of the Independent Directors: (i) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, consistent with past practice; (ii) to pay timely its debts and TaxesTaxes when due, subject to good faith disputes over such debts or taxes, and on the same payment terms such debts and taxes have historically been paid, Taxes; (iii) to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, ; and (iv) to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's its present business organizationsorganization, keep available the services of its present officers and key employees and preserve its relationships with material customers, suppliers, distributors, licensors, licensees, licensees and others having material business dealings with it. Each of the Company, Company and NetRatings agrees to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent the other of (x) any material event or occurrence not in the ordinary course of business of its business, (y) any event which could reasonably be expected to have a Material Adverse Effect on NetRatings or the CompanyCompany (as applicable) and (z) any change in its respective capitalization as set forth in Sections 3.5 and 4.4, respectively. Except Without limiting the foregoing, except as expressly provided for contemplated by this Agreement or as set forth on Section 5.1 of the Company Disclosure LetterSchedule or in connection with the Transition Matters and the incurrence of any Transition Costs, each as contemplated by Section 5.16, and subject to the final sentence of this Section 5.1, the Company shall notCompany, prior and as to the Effective Time or earlier termination Leased Employees as provided in paragraph (n) of this Agreement pursuant to its termsSection 5.1, ACN, shall not do, cause or permit any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):NetRatings upon the approval of a majority of the Independent Directors: