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

Conduct of Business of the Delaware Company. Except as ------------------------------------------- contemplated by this Agreement or with the prior written consent of the Texas Company, which consent shall not be unreasonably withheld or delayed and is hereby given with respect to actions set forth in Section 5.1 of the Delaware Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time or the date of termination of this Agreement, whichever first occurs, the Delaware Company will, and will cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and, consistent therewith, will use all reasonable efforts, and will cause each of its Subsidiaries to use all reasonable efforts, to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with licensors, licensees, customers, suppliers, employees, consultants and any others having business dealings with it, in each case in all material respects. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or as set forth in Section 5.1 of the Delaware Company Disclosure Schedule, the Delaware Company will not, and will not permit any of its Subsidiaries to, prior to the Effective Time, or the date of termination of this Agreement, whichever first occurs, without the prior written consent of the Texas Company, not to be unreasonably withheld or delayed:

Conduct of Business of the Delaware Company. Except as ------------------------------------------- contemplated by this Agreement or with the prior written consent of the Texas Company, which consent shall not be unreasonably withheld or delayed and is hereby given with respect to actions set forth in Section 5.1 of the Delaware Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time or the date of termination of this Agreement, whichever first occurs, the Delaware Company will, and will cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and, consistent therewith, will use all reasonable efforts, and will cause each of its Subsidiaries to use all reasonable efforts, to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with licensors, licensees, customers, suppliers, employees, consultants and any others having business dealings with it, in each case in all material respects. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or as set forth in Section 5.1 of the Delaware Company Disclosure Schedule, the Delaware Company will not, and will not permit any of its Subsidiaries to, prior to the Effective Time, or the date of termination of this Agreement, whichever first occurs, without the prior written consent of the Texas Company, not to be unreasonably withheld or delayed:: (1) adopt any amendment to its certificate of incorporation or by-laws or comparable organizational documents;