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

Conduct of Business Pending the Merger. SECTION 4.01. Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 5.1 Conduct of Business by of the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the The Company covenants and agrees that, during the period from the date hereof to such time as Purchaser's designees shall constitute a majority of the Company's Board of Directors, except as specifically contemplated hereby, unless Parent Purchaser shall otherwise agree in writing, (i) the Company shall conduct its business and shall cause the businesses of the Company and its subsidiaries to shall be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; (ii) and the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall each use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as specifically contemplated by this Agreementhereby, neither the Company nor any of its subsidiaries Significant Subsidiaries (or, in the case of clause (j) below, its subsidiaries) shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Timesuch period, directly or indirectly do, or propose commit to do, any of the following without the prior written consent of ParentPurchaser:

Conduct of Business Pending the Merger. SECTION 4.01. 5.1 Conduct of Business by of the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the The Company covenants and agrees that, during the period from the date hereof to the Effective Time, unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld) or except as permitted by this Agreement, (i) the Company shall conduct its business and shall cause the businesses of the Company and its subsidiaries to shall be conducted in all material respects only in, in the ordinary course of business and in substantially the same manner as heretofore conducted; and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company 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, officers and key employees and consultants of the Company and its subsidiaries 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, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, during the period from between 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 propose 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 4.01. 5.1 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or ----------------------------------------------------- Prior to the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company covenants and agrees thatapproved by all of Purchaser's or Merger Sub's designees, unless Parent as applicable, at such time as they shall otherwise agree in writingconstitute a majority of such Board), (i) the Company shall conduct its business shall, and shall cause the its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) and the Company shall, and shall cause its subsidiaries Subsidiaries to, use commercially their respective reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiariesSubsidiaries, to keep available the services of the present current officers, employees and consultants of the Company and its subsidiaries Subsidiaries and to preserve the present current business relationships of the Company and its subsidiaries Subsidiaries, including, without limitation, with customers, suppliers licensors, suppliers, distributors and other persons others with which the Company or any of its subsidiaries Subsidiary has significant business relations. By way Without limiting the generality of amplification the foregoing, and not limitation, except as expressly permitted or specifically contemplated by this Agreement, neither the Company nor shall not, and shall not permit any of its subsidiaries shallSubsidiary to, during the period from between 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 propose to do, any of the following without the prior written consent of Parent:Purchaser (except as otherwise expressly permitted by this Agreement):

Conduct of Business Pending the Merger. SECTION 4.01. 5.01 Conduct of Business by the Company Pending the Merger. During the period from The Company agrees that, between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company covenants and agrees thatDisclosure Schedule, unless Parent shall otherwise agree in writing, (i) the Company shall conduct its business and shall cause the businesses of its subsidiaries to the Company and the Subsidiaries shall be conducted only in, and the Company and its subsidiaries the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) practice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause its subsidiaries each of the Subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiariesthe Subsidiaries, to keep available preserve the services of the present officers, employees assets and consultants properties of the Company and its subsidiaries the Subsidiaries in good repair and condition, to maintain and protect rights in material Intellectual Property used in the business of the Company and the Subsidiaries and to preserve the present current relationships of the Company and its subsidiaries the Subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries Subsidiary has significant material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. By way of amplification and not limitation, except as expressly contemplated by any other provision of this AgreementAgreement 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, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) practice other than actions taken by the Company shall, and shall cause or its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedcontemplation of the Merger; and (iii) the Company shall use its all reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During Each of the Company and the Stockholder covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) the Company shall, and the Stockholder shall cause the Company to, conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, in all material respects in the ordinary course of business business; and in a manner consistent with past practice; (ii) the Company shall, and the Stockholder shall cause its subsidiaries the Company to, use commercially all reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable 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 key officers, employees and consultants of the Company and its 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, and the Stockholder shall cause the Company not to, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the The Company covenants and agrees that, during the period from the date hereof to the Effective Time, unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld) or except as permitted by this Agreement, (i) the Company shall conduct its business and shall cause the businesses of the Company and its subsidiaries to shall be conducted in all material respects only in, in the ordinary course of business and in substantially the same manner as heretofore conducted; and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company 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, officers and key employees and consultants of the Company and its subsidiaries 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, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, during the period from between 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 propose 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 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During The ----------------------------------------------------- Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants unless Parent, acting through its Chief Financial Officer and agrees thatany successor thereto, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) practice other than actions taken by the Company shall, and shall cause or its subsidiaries to, use commercially reasonable efforts to keep in full force contemplation of the Merger and effect adequate insurance coverages consistent in accordance with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedthe operations budget as of the date hereof; and (iii) the Company shall use its all reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION Section 4.01. Conduct of Business by the Company Pending the Merger. During The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent Acquiror shall otherwise agree in writing, (i) and except as set forth in Section 4.01 of the Company Disclosure Schedule, 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of ParentAcquiror, which, in the case of clauses (c), (d)(iv), e(ii), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. SECTION 4.014.1. Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the The Company covenants and agrees that, between the date hereof and the Effective Time, except as expressly required or permitted by this Agreement or unless Parent shall otherwise agree in writingwriting in advance (which consent shall not be unreasonably withheld or delayed) or as otherwise set forth on Section 4.1 of the Company Disclosure Schedule prior to the date hereof, (i) the Company shall conduct its business and shall cause the businesses of each of its subsidiaries Subsidiaries to be conducted only in, and the Company and its subsidiaries Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the compliance with applicable laws. The Company shall use its reasonable best efforts to preserve substantially intact the business organization and assets of the Company and each of its subsidiariesSubsidiaries, to keep available the services of the present officers, employees and consultants of the Company and each of its subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the present relationships of the Company and each of its subsidiaries Subsidiaries with customers, licensees, suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations. By way Except as set forth on Section 4.1 of amplification and not limitation, except as contemplated by this Agreementthe Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries shall, during the period from between the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. Section 5.1 Conduct of Business by the Company Pending the Merger. During the period from The Company covenants and agrees that, between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree consent in writing( which consent shall not be unreasonably withheld or delayed), (i) the Company shall conduct its business and shall cause the businesses of the Company and its subsidiaries to Subsidiaries shall be conducted only in, and neither the Company and nor any of its subsidiaries Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) and the Company shall, and shall cause each of its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall Subsidiaries will use its reasonable efforts to preserve substantially intact the business organization of the Company and its subsidiariessuch Subsidiary, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries Subsidiaries and to preserve the present relationships of the Company and its subsidiaries Subsidiaries with customers, suppliers and other persons Persons with which the Company or any of its subsidiaries has and such Subsidiaries have significant business relations. By way Without limiting the generality of amplification and not limitationthe foregoing, except as (x) expressly contemplated by this AgreementAgreement or (y) set forth in Schedule 5.1, neither or (z) Parent consents in writing (which consent, with respect to the matters set forth in subsections (c), (d), (e), (h), (k) and, to the extent the contemplated action relates to a matter set forth in such subsections, subsection (l)), shall not be unreasonably withheld or delayed), the Company nor any of shall not, and shall cause its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of ParentSubsidiaries not to:

Conduct of Business Pending the Merger. SECTION 4.01. Section 4.1 Conduct of Business by the Company Pending the Merger. During The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) practice other than actions taken by the Company shall, and shall cause or its subsidiaries toin contemplation of the 37 Merger; provided that, use commercially reasonable efforts the parties hereby covenant and agree that any item approved by Parent shall be deemed to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) be added to the Company shall use its reasonable efforts to preserve substantially intact the business organization appropriate section or sections of the Company and its subsidiaries, to keep available the services Disclosure Schedule. The Company shall promptly notify Parent of the present officers, employees and consultants of the Company and its subsidiaries 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 relationsMaterial Adverse Effect. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, other than in contemplation of the Merger:

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the The Company covenants and agrees that, between the date hereof and the Effective Time, except as expressly required or permitted by this Agreement or unless Parent shall otherwise agree in writingwriting in advance, (i) the Company shall conduct its business and shall cause the businesses of each of its subsidiaries Subsidiaries to be conducted only in, and the Company and its subsidiaries Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the compliance with applicable laws. The Company shall use its reasonable best efforts to preserve substantially intact the business organization and assets of the Company and each of its subsidiariesSubsidiaries, and to operate, and cause each of its Subsidiaries to operate, according to plans and budgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the present relationships of the Company and each of its subsidiaries Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries Subsidiaries shall, during the period from between the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 4.01 Conduct of Business by the Company Pending the Merger. During The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent Acquiror shall otherwise agree in writing, (i) and except as set forth in Section 4.01 of the Company Disclosure Schedule, 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of ParentAcquiror, which, in the case of clauses (c), (d)(iv), (e)(iv), (f), (h), (i) or (j) will not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. SECTION 4.01. 5.1 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or Prior to the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company covenants and agrees thatapproved by all of Purchaser's or Merger Sub's designees, unless Parent as applicable, at such time as they shall otherwise agree in writingconstitute a majority of such Board), (i) the Company shall conduct its business shall, and shall cause the its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) and the Company shall, and shall cause its subsidiaries Subsidiaries to, use commercially their respective reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and its subsidiariesSubsidiaries, to keep available the services of the present current officers, employees and consultants of the Company and its subsidiaries Subsidiaries and to preserve the present current business relationships of the Company and its subsidiaries Subsidiaries, including, without limitation, with customers, suppliers licensors, suppliers, distributors and other persons others with which the Company or any of its subsidiaries Subsidiary has significant business relations. By way Without limiting the generality of amplification the foregoing, and not limitation, except as expressly permitted or specifically contemplated by this Agreement, neither the Company nor shall not, and shall not permit any of its subsidiaries shallSubsidiary to, during the period from between 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 propose to do, any of the following without the prior written consent of Parent:Purchaser (except as otherwise expressly permitted by this Agreement):

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) the Company shall conduct its business and shall cause the businesses of its subsidiaries Subsidiaries to be conducted only in, and the Company and its subsidiaries Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) , other than actions taken by the Company shallor its Subsidiaries in order to facilitate the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereunder which actions would not breach any of the Company's representations, and shall cause its subsidiaries towarranties, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedcovenants or agreements herein; and (iii) the Company shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiariesSubsidiaries, to keep available the services of the present officers, employees employees, agents, distributors and consultants of the Company and its subsidiaries Subsidiaries and to preserve the present relationships of the Company and its subsidiaries Subsidiaries with customers, suppliers and other persons Persons with which the Company or any of its subsidiaries Subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries Subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During The Company and Shareholders, jointly and severally, covenant and agree that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) practice other than actions taken by the Company shall, and shall cause or its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedcontemplation of the Merger; and (iii) the Company and Shareholders shall use its all reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION Section 4.01. Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, (i) 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 not take any action except in, the ordinary course of business and in a manner consistent with past practice; (ii) the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedbusiness; and (iii) the Company shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries (to the extent deemed material to the Company's business), to take all reasonable action in the ordinary course of business necessary to prevent the loss, cancellation, abandonment forfeiture or expiration of any material Company Intellectual Property, 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 relationsrelations except where the loss of any such relationship would not have a Material Adverse Effect. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, 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 propose or agree to do, any of the following without the prior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 4.01. 4.1 Conduct of Business by the Company Pending the Merger. During The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writingwriting or as otherwise contemplated by this Agreement, (i) the Company shall, and the Stockholder shall cause the Company to, conduct its business and shall cause the businesses of its subsidiaries to be conducted only in, and the Company shall not, and its subsidiaries the Stockholder shall cause the Company not to, take any action except in, in the ordinary course of business and in a manner consistent with past practicepractice other than actions taken by the Company in contemplation of the Merger; (ii) and the Company shall, and the Stockholder shall cause its subsidiaries the Company to, use commercially all reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Company and its subsidiariesCompany, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries 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. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shallshall not, and the Stockholders shall cause the Company not to, 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 propose to do, any of the following without the prior written consent of Parent: