Common use of Conduct of Business Pending the Merger Clause in Contracts

Conduct of Business Pending the Merger. Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld) or except as permitted by this Agreement, the businesses of the Company and its subsidiaries shall be conducted in all material respects only in the ordinary course of business and in substantially the same manner as heretofore conducted; and the Company and its subsidiaries shall each use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers and key employees of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, in each case in all material respects. By way of amplification and not limitation, neither the Company nor any of its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or commit to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule:

Conduct of Business Pending the Merger. SECTION 4.1 Conduct of Business of by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof to of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise consent agree in writing (which consent shall not be unreasonably withheld) or and except as permitted otherwise contemplated by this Agreement, the Company shall conduct its business and shall cause the businesses of the Company and its subsidiaries shall to be conducted in all material respects only in the ordinary course of business and in substantially the same manner as heretofore conductedbusiness; and the Company and its subsidiaries shall each use its all reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its subsidiariessubsidiaries taken as a whole, to keep available the services of the present officers officers, employees and key employees consultants of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, subsidiaries taken as a whole and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, in each case in all material respects. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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, directly or indirectly do, or commit propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement : (a) amend or as set forth in Section 5.1 otherwise change the Articles of Incorporation or By-Laws of the Company Disclosure Schedule:or any of its subsidiaries;

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business of by the Company Pending the Merger. The Company covenants and agrees that, during the period from between the date hereof to of this Agreement and the Effective Time, except as set forth in Section 5.01 of the Company Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Parent shall otherwise consent in writing agree (which consent agreement shall not be unreasonably withheld) or except as permitted by this Agreementin writing, the businesses of the Company and its subsidiaries the Subsidiaries shall be conducted in all material respects only in in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in substantially the same a manner as heretofore conductedconsistent in all material respects with past practice; and the Company and its subsidiaries shall each use its reasonable best efforts to preserve substantially intact the its business organization of the Company and its subsidiariesorganization, to keep available the services of the present officers current officers, employees and key employees consultants of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, the Subsidiaries and to preserve the present current relationships of the Company and its subsidiaries the Subsidiaries with customers, distributors, suppliers and other persons with which the Company or any of its subsidiaries Subsidiary has significant business relations, in each case in all material respects. By way of amplification and not limitation, except as contemplated by this Agreement, or as set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or commit to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule:the

Conduct of Business Pending the Merger. Conduct of Business of by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof to of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise consent agree in writing (writing, which consent agreement shall not be unreasonably withheld) withheld or except as permitted by this Agreementdelayed, the Company shall conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall be conducted in all material respects only in not take any action except in, the ordinary course of business and in the manner substantially the same manner as heretofore conductedconsistent with past practice; and the Company and its subsidiaries shall each use its reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers and key employees of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the present material relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, . Except as set forth in each case in all material respects. By way Section 5.1 of amplification and not limitationthe Company Disclosure Schedule or as otherwise contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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, directly or indirectly do, or commit to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement withheld or as set forth in Section 5.1 of the Company Disclosure Scheduledelayed:

Conduct of Business Pending the Merger. Conduct of Business of by the Company Pending the Merger. The Company covenants and agrees that, during the period from between the date hereof to of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld) or except as permitted expressly contemplated by this AgreementAgreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and its subsidiaries the Subsidiaries shall be conducted in all material respects only in in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in substantially the same a manner as heretofore conducted; consistent with past practice, and the Company shall, and its subsidiaries shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and its subsidiariesthe Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the its present officers and key employees of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the present current relationships of the Company and its subsidiaries the Subsidiaries with customers, suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiary has significant material business relations, in each case in all material respectsthe ordinary course of business and in a manner consistent with past practice. By way Without limiting the generality of amplification and not limitationthe foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any of its subsidiaries Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or commit to do, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement delayed or as set forth in Section 5.1 of the Company Disclosure Scheduleconditioned:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business of by the Company Pending the Merger. . (a) The Company covenants and agrees that, during the period from the date hereof to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld) or except as permitted by this Agreement, the businesses of the Company and its subsidiaries shall be conducted in all material respects only in the ordinary course of business and in substantially the same manner as heretofore conducted; and the Company and its subsidiaries shall each use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers and key employees of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, in each case in all material respects. By way of amplification and not limitation, neither the Company nor any of its subsidiaries shallStockholders agree that, between the date of this Agreement and the Effective Time, directly or indirectly do, or commit to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement or as set forth in Section 5.1 5.01 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing: (i) the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company and to preserve the current relationships of the Company with customers, suppliers and other persons with which the Company has significant business relations. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule:, the Company will (i) continue its pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its best efforts to (A) preserve intact its business organization, (B) keep available to the Parent the services of the employees of the Company,

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business of by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld) or except as permitted by this Agreement, the businesses of the Company and its subsidiaries shall be conducted in all material respects only in the ordinary course of business and in substantially the same manner as heretofore conducted; and the Company and its subsidiaries shall each use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers and key employees of the Company and its subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, in each case in all material respects. By way of amplification and not limitation, neither the Company nor any of its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or commit to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, and except as permitted by this Agreement or as set forth in Section 5.1 6.01 of the Company Disclosure Schedule:Statement or as otherwise expressly provided for in this Agreement, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, key employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, franchisees, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner, and (vii) maintain, enforce and protect all of the material Intellectual Property Rights owned or used by the Company or its subsidiaries in a manner consistent in all material respects with past practice. By way of amplification and not limitation,