Common use of Conduct of Business Pending the Effective Time Clause in Contracts

Conduct of Business Pending the Effective Time. At all times from the execution of this Agreement until the Effective Time, or as expressly permitted elsewhere in this Agreement, Seller shall conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Laws, and use commercially reasonable efforts to, preserve substantially intact its business organizations and goodwill, keep available the services of its officers and employees and preserve the relationships with those Persons having business dealings with Seller. Furthermore, Seller agrees not to take any of the following actions without the prior written consent of Parent (which will not be unreasonably withheld): (a) amend its articles of organization, certificate of incorporation or bylaws, joint venture documents, partnership agreements or equivalent organizational documents or, except as set forth in this Agreement. (b) (A) transfer, sell, lease, sublease or license or otherwise dispose of any material assets or properties of Seller or (B) mortgage or pledge any of the property or assets of Seller, or subject any such property or assets to any other Encumbrance (except Permitted Encumbrances), other than, in the case of both (A) and (B), in the ordinary course of business consistent with past practice; (c) except in the ordinary course of business consistent with past practice, enter into, or amend or terminate any Seller Contract or any lease or sublease; (d) make any excess capital expenditures without consent of Parent; (e) merge, enter into a consolidation with or otherwise acquire a material position without consent of Parent; (f) write down or write up or fail to write down or write up the value of any receivables or revalue any assets of Seller other than in the ordinary course of business and in accordance with GAAP; (g) create, incur or assume any indebtedness for borrowed money (h) change any of its methods, principles or practices of financial accounting currently in effect other than as required by GAAP as concurred by its independent accountant; (i) (i) modify or amend in a manner that is adverse in a material respect to Seller, or accelerate, terminate or cancel, any Seller Contract, (ii) enter into, amend or modify any agreement or arrangement with Persons that are Affiliates, or (iii) enter into, extend or renew any contract which, if executed prior to the date of this Agreement, would have been required to be disclosed, other than, in each case, in the ordinary course of business consistent with past practice; (j) transfer or license on an exclusive basis to any Person any rights to Seller Intellectual Property Assets or Seller Technology; (k) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of Seller; (l) form any Subsidiary; (m) settle, pay or discharge any litigation, investigation, or arbitration, other than the settlement, payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (n) knowingly take or fail to take any action in breach of this Agreement for the purpose of (or which would be reasonably expected to) materially delaying or preventing the consummation of the transactions contemplated hereby (other than as required by Law); and (o) authorize any of, or commit, resolve, offer or agree to take any of, the foregoing actions or any other action inconsistent with the foregoing.