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

Conduct of Business of the Texas Company. Except as ---------------------------------------- contemplated by this Agreement or with the prior written consent of the Delaware Company, which consent shall not be unreasonably withheld or delayed and is hereby given with respect to actions set forth in Section 5.2 of the Texas Company Disclosure Schedule, any actions necessary or advisable to consummate the transactions contemplated by the Preferred Stock Agreement or any documents contemplated therein and any actions necessary to obtain the New Financing (as hereinafter defined), 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 Texas 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 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, as set forth in Section 5.2 of the Texas Company Disclosure Schedule, or necessary or advisable to consummate the transactions contemplated by the Preferred Stock Agreement or any documents referred to therein or the New Financing, the Texas 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 Delaware Company, not to be unreasonably withheld or delayed: