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

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, except (i) as may be required by applicable Law, (ii) with the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause each of its SubsidiariesSubsidiaries to, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shallpractice, and shall cause each of its Subsidiaries to, to use its commercially reasonable best efforts to (A) maintain and preserve intact its business organization, (B) keep available the services of key employees and its Subsidiaries’ present (C) maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees, suppliers and other Persons distributors having business material relationships with itthe Company or any of its Subsidiaries. Without limiting the generality foregoing, during the period from the date hereof until the earlier of the foregoing, between the date termination of this Agreement and or the Effective Time, except (i) as otherwise expressly permitted or required by this Agreement, or as may be required by applicable Law, (ii) with the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, nor and shall it permit any of cause its Subsidiaries not to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed)::

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (Except for matters set forth in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as Disclosure Letter or otherwise expressly permitted or required by this Agreement, as Agreement or required by applicable Law, Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in from the ordinary course date of business consistent with past practice in all material respects, and, this Agreement to the extent consistent therewithearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, (A) conduct its business in the ordinary course consistent with past practice and, (B) to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact its present business organization, (y) keep available the services of its Subsidiaries to, use its reasonable best efforts to present executive officers and employees and (z) preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, distributors and other Persons others having material business relationships dealings with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective TimeIn addition, except as for matters set forth in the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement, Agreement or as required by applicable Law, from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, nor and shall it not permit any of its Subsidiaries Company Subsidiary to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, Agreement or as required by applicable Law, Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from From the date of this Agreement until through the earlier of the termination of this Agreement (in accordance with its terms) or and the Effective Time, Time (the Company shall, and shall cause each of its Subsidiaries“Interim Period”), except as set forth on Section 6.01 of the Company Disclosure Schedule, expressly required or permitted or required by the terms of this Agreement, as required by applicable Law, Law or with the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned, conditioned or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its operations only in the ordinary course of business consistent with past practice and (y) use its commercially reasonable best efforts to maintain and preserve intact its business organization, retain the services of its present executive officers and key employees, maintain in the ordinary course of business consistent with past practice its Subsidiaries’ present relationships with with, and the good will of, its material customers, suppliers, distributors, licensors, licensees, and other Persons having with whom it has similar business relationships with itrelationships. Without limiting the generality of the foregoing, between during the date Interim Period, except as set forth in the immediately preceding sentence, as otherwise expressly required by the terms of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law, the Company shall not, nor and shall it not permit any of its Subsidiaries to (and shall cause its Subsidiaries not to), without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned, conditioned or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, as required by applicable Law, or with the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects only in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from From the date of this Agreement hereof until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except (x) as expressly permitted required or required expressly contemplated by this Agreement, (y) included on Section 5.1(a) of the Company Disclosure Letter (the “Company Budget”) (a true and correct copy of which has been submitted to Parent prior to the date hereof) or (z) as required consented to in writing by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, or delayed), the Company will use its reasonable best efforts to, and will cause each of its Subsidiaries to use its reasonable best efforts to to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of (B) maintain and preserve intact its Subsidiaries to, use its reasonable best efforts to preserve its business organization and its Subsidiaries’ present goodwill and relationships with employees, service providers, material customers, suppliers, distributors, licensors, licensees, distributors and other Persons having business relationships with itthird parties. Without In addition to and without limiting the generality of the foregoing, between from the date of this Agreement and hereof until the Effective Time, except (1) as otherwise expressly permitted required or required expressly contemplated by this Agreement, or (2) as required consented to in writing by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, ) or delayed):(3) as set forth in the Company Disclosure Letter:

Conduct of Business of the Company. During the period from the date of this Agreement hereof and until the earlier of the termination of this Agreement (in accordance with its terms) or the terms hereof and the Effective Time, the Company shall, Time and shall cause each of its Subsidiaries, except as unless otherwise expressly permitted or required by this Agreement, as required by applicable Lawthe Company agrees to and to cause each Company Subsidiary to, or with the prior written consent of Parent (which consent shall not be unreasonably withheldin each case using its commercially reasonable efforts, conditioned, or delayed), to use its reasonable best efforts to conduct carry on its business in the ordinary course consistent with past practice and in compliance in all material respects in the ordinary course of with all Applicable Laws and Contracts and to use its commercially reasonable efforts to preserve intact its respective business consistent with past practice in all material respectsorganizations; provided, andhowever, that notwithstanding anything herein to the extent consistent therewithcontrary, the Company shall, and the Company Managing Members shall act in accordance with the terms of the Company Charter and nothing herein shall obligate or cause each the Company or the Company Managing Members to act in contravention of its Subsidiaries to, use its reasonable best efforts to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with itthe Company Charter. Without limiting the generality of the foregoing, between during the period from the date hereof and continuing until the earlier of the valid termination of this Agreement and or the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law, the Company shall not, nor and shall it cause the Company Subsidiaries not to, take or permit any of its Subsidiaries tothe following actions, without the prior written consent of Parent (Parent, in its reasonable discretion, which such consent shall not be unreasonably withheld, conditioned, conditioned or delayed)::

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent American Resources (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to practice. To the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent American Resources (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and each Subsidiary agrees (unless the Company is required to take such action pursuant to this Agreement or Parent shall cause each of give its Subsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (in writing which consent shall not be unreasonably withheld, conditioned, or delayed), ) to use its reasonable best efforts to conduct carry on its business in all material respects in the ordinary course of business consistent with past practice and in all material respects, andany event substantially consistent with the Operating Plan provided to Parent prior to the date of this Agreement, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its all commercially reasonable best efforts to preserve intact its present business organization, keep available the services of its present officers and Key Employees and preserve its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business relationships dealings with it, all with the express purpose and intent of preserving unimpaired the Company’s and each Subsidiary’s goodwill and ongoing business at the Effective Time. Without limiting the generality of the foregoing, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as otherwise set forth in the Company Disclosure Schedule or as required or expressly permitted or required by this Agreement, or as required by applicable Law, neither the Company shall not, nor shall it permit any of its Subsidiaries toshall do, cause or permit any of the following, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):Parent:

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required contemplated by this Agreement, Agreement or as required by applicable Law, Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During the period from Between the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or and the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as required by Law, or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its SubsidiariesSubsidiaries to, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice practice, and the Company shall and shall cause its Subsidiaries to use commercially reasonable efforts to preserve intact in all material respectsrespects their business, andassets and technology, to keep available the extent consistent therewithservices of their officers and employees, the Company shall, maintain in effect all of their material Permits and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve its their relationships and its Subsidiaries’ present relationships goodwill with customers, suppliers, distributors, licensors, licensees, and other those Persons having significant business relationships with itthe Company or any of its Subsidiaries. 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 permitted or required contemplated by this Agreement, or as set forth in Section 5.1 of the Company Disclosure Letter, as required by applicable Law, the Company or as Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written otherwise consent of Parent in writing (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed):), the Company shall not, and shall cause each of its Subsidiaries not to:

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiariesthe Company Subsidiaries to, except as expressly permitted or required contemplated by this Agreement, as set forth on Section 5.01 of the Company Disclosure Schedule, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice Ordinary Course in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its the Company Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and the Company Subsidiaries’ business organization, to preserve its and the Company Subsidiaries’ present relationships with material customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with itit that are material to the Company; provided, any action or omission with respect to matters specifically addressed by any other provision of this Section 5.01 shall be deemed not to be a violation of the foregoing. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, or as required by applicable Law, the Company shall not, nor shall it permit any of its the Company Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. During Except as permitted or contemplated by this Agreement or as required by applicable Law, during the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent unless Purchaser otherwise consents in writing (which consent shall will not be unreasonably withheld, conditioned, withheld or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, : (x) conduct its business in the ordinary course consistent with past practice; (y) use its commercially reasonable best efforts to comply in all material respects with all applicable Laws and the requirements of all Material Contracts; and (z) use commercially reasonable efforts to: (i) maintain and preserve intact its business organization and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons the goodwill of those having business relationships with it; and (ii) retain the services of its present officers and key employees. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, as set forth on Schedule 5.2 or as required by applicable Law, during the period from the date of this Agreement until the Effective Time, the Company shall not, nor and shall it not permit any of its Subsidiaries to, without the prior written consent of Parent to unless Purchaser otherwise consents in writing (which such consent shall not be unreasonably withheld, conditioned, withheld or delayed):

Conduct of Business of the Company. During the period from the date execution and delivery of this Agreement by the Company and continuing until the earlier of the termination of this Agreement (in accordance with its terms) or and the Effective Time, the Company shallagrees to, and shall agrees to cause each of its SubsidiariesCompany Subsidiary to, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct carry on its business in all material respects in the ordinary course of business consistent with past practice practice, including (x) to pay its Liabilities and Taxes consistent with the Company’s past practices (and in all material respects, andany event when due), to pay or perform other obligations when due, consistent with the extent consistent therewith, the Company’s (or applicable Company shallSubsidiaries’) past practices, and shall cause each of its Subsidiaries to, (y) to use its all commercially reasonable best efforts to preserve intact its present business organization, keep available the services of its present officers and Identified Employees and preserve its Subsidiaries’ present relationships with customers, suppliers, publishers, distributors, licensors, licensees, independent contractors and other Persons having business relationships dealings with itthe Company. Without limiting the generality of the foregoing, between during the date period from the execution and delivery of this Agreement by the Company and continuing until the earlier of the valid termination of this Agreement or the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law, the Company shall not, nor and shall it cause the Company Subsidiaries not to, do, cause or permit any of its Subsidiaries tothe following actions, without the prior written consent of Parent (which written consent shall not be unreasonably withheld, conditioned, conditioned or delayed):

Conduct of Business of the Company. During The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, Agreement or as required by applicable LawLaw or as consented to in writing by Parent after the date of this Agreement and prior to the Effective Time, or with the prior written consent of Parent (which consent consent, shall not be unreasonably withheld, conditioned, withheld or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, Agreement or as set forth on Section 6.01 of the Company Disclosure Letter or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without unless consented to in writing by Parent after the date of this Agreement and prior written consent to the Effective Time, which consent, solely in the case of Parent clauses (which consent d)—(s) below, shall not be unreasonably withheld, conditioned, withheld or delayed)::

Conduct of Business of the Company. During The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, Agreement or as required by applicable LawLaw or as consented to in writing by Parent after the date of this Agreement and prior to the Effective Time, or with the prior written consent of Parent (which consent consent, shall not be unreasonably withheld, conditioned, withheld or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respectspractice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ ' business organization, to keep available the services of its and its Subsidiaries' current officers and employees, to preserve its and its Subsidiaries' present relationships with customers, suppliers, distributors, licensors, licensees, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required contemplated by this Agreement, Agreement or as set forth on Section 6.01 of the Company Disclosure Letter or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without unless consented to in writing by Parent after the date of this Agreement and prior written consent to the Effective Time, which consent, solely in the case of Parent clauses (which consent d) - (s) below, shall not be unreasonably withheld, conditioned, withheld or delayed)::