Common use of Conduct of Business Prior to the Closing Date Clause in Contracts

Conduct of Business Prior to the Closing Date. 5.01 Conduct of Business by the Companies and Parent. During the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms and the Closing, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Schedule 5.01 of the Company Disclosure Schedule or the Parent Disclosure Schedule (“Schedule 5.01”), or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, each of the Companies, the Company Subsidiaries, Parent and the Parent Subsidiaries shall use its reasonable best efforts to carry on its business in the usual, regular and ordinary course consistent with past practices and in compliance with all applicable Legal Requirements and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business and operations and goodwill, (ii) keep available the services of its respective present key officers and employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, during the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms or the Closing, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 5.01, or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, none of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries shall do any of the following:

Conduct of Business Prior to the Closing Date. 5.01 Conduct of Business by the Companies Seller covenants and Parent. During the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant to its terms and the Closingagrees that, except (i) to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or (ii) as set forth in Schedule 5.01 Part 6.1 of the Company Seller Disclosure Schedule or the Parent Disclosure Schedule (“Schedule 5.01”)Schedule, or in connection with COVID-19 Measures (iii) as permitted or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction DocumentsAncillary Agreements, or required pursuant Seller shall: (a) cause the Vuforia Business to a Legal Requirement, each of the Companies, the Company Subsidiaries, Parent and the Parent Subsidiaries shall use its reasonable best efforts to carry on its business be conducted in the usual, regular and ordinary course consistent with past practices and in compliance with all applicable Legal Requirements and course; (b) use its commercially reasonable efforts consistent with past practices to preserve intact the Purchased Assets and policies the Vuforia Business; (c) not sell, lease, license, transfer or otherwise dispose of any of the Purchased Assets, except in the ordinary course of business or pursuant to existing contractual obligations; (d) not create, assume or suffer to exist any lien or encumbrance on any of the Purchased Assets, other than Permitted Encumbrances; (e) not abandon or permit to lapse any material Transferred Intellectual Property rights; (f) not implement any layoffs of Vuforia Business Employees that would implicate the WARN Act; 18 (g) except for normal increases in the ordinary course of business, not increase the base salary payable to any Vuforia Business Employee; and (h) not amend the certificate of incorporation or bylaws or similar organizational document of the Swiss Subsidiary; (i) preserve maintain insurance coverage for the Vuforia Business at levels substantially intact its present business consistent with presently existing levels and operations and goodwilltake no action that has the intentional effect of reducing the amount of insurance available or potentially available to Seller or the Vuforia Business; (j) not amend or terminate any Material Contract or enter into any contract that would be a Material Contract, unless such new Material Contract requires future payments to Seller or the Swiss Subsidiary in excess of $250,000 in any calendar year for the sale of goods, equipment, supplies, products or other personal property, or for the provision of services; (k) not enter into any compromise or settlement of any Legal Proceeding that is primarily related to the Vuforia Business or Seller, except for any such compromise or settlement that (A) does not impose any restrictions on the Vuforia Business, (iiB) keep available involves a settlement solely of the payment of monetary damages of $250,000 or less (unless such cash payment shall be made by Seller prior to the Closing and for which the Vuforia Business shall not have a financial obligation following the Closing) and (C) does not involve an admission of liability, provided that the aggregate amount of any and all such compromises and settlements shall not exceed $250,000; and (l) not agree or commit to take any of the foregoing actions (except for the affirmative obligations under subclauses (a), (b) and (i) of this Section 6.1). The covenants in this Section 6.1 shall not prevent Seller and its Affiliates from terminating the services to the Vuforia Business of the Designated Retained Employees who do not accept offers of employment from Purchaser or its respective present key officers and employees and (iii) preserve its relationships with key customersAffiliates immediately prior to the Closing, supplierswhether by transferring the employment of such Designated Retained Employees to an Affiliate of QUALCOMM other than the Seller or the Swiss Subsidiary, distributors, licensors, licensees, and others with which it has significant business dealingsor otherwise. In addition, notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to obtain consent to do any of the foregoing if it has a reasonable good faith belief that obtaining such consent may violate Antitrust Laws; provided further that nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the operations of the Vuforia Business or the Purchased Assets prior to the Closing. Prior to the Closing, Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the Vuforia Business and the Purchased Assets and its operations. 6.2 Access to Information. From the date hereof until the Closing Date, upon reasonable notice and subject to (a) the provisions of the Prior Confidentiality Agreement and (b) applicable laws, including Antitrust Laws and laws regarding confidentiality of employee information, Seller shall afford Purchaser and its Representatives reasonable access, during normal business hours, to the period from offices, properties, plants, other facilities, books and records used 19 in or exclusively related to the Vuforia Business for the sole purpose of facilitating the consummation of the transactions contemplated hereby. Nothing herein shall require Seller to disclose any information to Purchaser if Seller determines, in its sole and absolute discretion, that such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date of this Agreement and continuing until the earlier of the valid termination of this Agreement pursuant (including any confidentiality agreement to its terms which Seller or the Closing, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 5.01, or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, none of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries shall do any of the following:its Affiliates is a party). 6.3

Conduct of Business Prior to the Closing Date. 5.01 Conduct of Business by the Companies From and Parent. During the period from after the date of this Agreement and continuing hereof until the earlier of the valid Closing Date or the termination of this Agreement pursuant to its in accordance with the terms of Section 9 hereof, Sellers shall maintain the Purchased Assets and operate and carry on the ClosingBusiness only in the Ordinary Course of Business, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Schedule 5.01 of the Company Disclosure Schedule or the Parent Disclosure Schedule (“Schedule 5.01”), or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated expressly required by this Agreement or with the other Transaction Documentsexpress written consent of Purchaser. Consistent with the foregoing and to the extent not prohibited by the Bankruptcy Case, or required pursuant to a Legal Requirement, each of the Companies, the Company Subsidiaries, Parent and the Parent Subsidiaries Sellers shall use its reasonable best efforts to carry on its business in the usual, regular and ordinary course consistent with past practices and in compliance with all applicable Legal Requirements and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business and operations and goodwillcontinue operating the Business as a going concern, (ii) keep available maintain the services of its respective present key officers Purchased Assets and employees the assets and properties of, or used by, Sellers relating to the Business in their current condition (ordinary wear and tear excepted), (iii) maintain the business organization of the Business intact, (iv) maintain the Documents of the Business, (v) comply with all Legal Requirements, and (vi) preserve its relationships with key customersthe goodwill of the manufacturers, suppliers, distributorscontractors, licensors, licenseesemployees, customers, distributors and others having business relations with which it has significant business dealingsthe Business. In additionconnection therewith, during Sellers shall not (1) offer employment for any period on or after the period from the date of this Agreement and continuing until the earlier Closing Date to any employee or agent of the valid termination Business regarding whom Purchaser makes offers of this Agreement pursuant employment in accordance with the terms set forth herein, (2) otherwise attempt to persuade any such employee or agent to terminate his or her relationship with the Business, (3) offer new material offsets, reductions or discounts to Accounts Receivable, (4) incur any additional Indebtedness outside of the Sellers’s ordinary course of business operations, (5) increase the compensation, incentive arrangements or other benefits to any officer or employee outside the Ordinary Course of Business, (6) redeem, purchase or otherwise acquire directly or indirectly any of its terms issued outstanding capital stock, or the Closingany outstanding rights or securities exercisable or exchangeable for or convertible into its capital stock, (7) enter into any transaction, arrangement or Contract with any Person except to the extent that Parent (on an arm’s length basis in the case Ordinary Course of a request by CAG on behalf Business, (8) purchase, sell, lease or dispose of the Companies or the Company Subsidiaries) or CAG (any Purchased Assets other than in the case Ordinary Course of a request by Parent on behalf Business, (9) delay or postpone the payment of itself accounts payable or other Liabilities Outside the Parent SubsidiariesOrdinary Course of Business, (10) shall otherwise consent in writing (which consent shall not be unreasonably withheldpermit the loss, conditioned lapse or delayed) or as set forth in Schedule 5.01abandonment of, or in connection transfer, assign, enter into or grant any license or sublicense of any rights under or with COVID-19 Measures respect to any Intellectual Property, (11) amend, terminate or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, none of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries shall do modify any of the following:Assumed Contracts, (12) discontinue, close or dispose of any plant, facility or other business operation, or lay off any employees or implement any early retirement or separation program, or any program providing early retirement window benefits within the meaning of Section 1.401 (a)(4)-3(f)(4)(ii) of the Treasury Regulations or announce or plan any such action or program for the future, (13) hire employees or terminate the employment of any employee other than for “cause” or in the Ordinary Course of Business, or (14) fail to maintain the material plant, property and equipment of Sellers in good repair and operating condition in all material respects, ordinary wear and tear excepted.

Conduct of Business Prior to the Closing Date. 5.01 Conduct (a) Each of Business by the Companies Sellers and Parent. During the period Company covenants and agrees that from the date of this Agreement and continuing until Execution Date through the earlier of the valid Closing Date or the termination of this Agreement pursuant to its terms and the Closing, except to the extent that Parent (in the case of a request by CAG on behalf of the Companies or the Company Subsidiaries) or CAG (in the case of a request by Parent on behalf of itself or the Parent Subsidiaries) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Schedule 5.01 of the Company Disclosure Schedule or the Parent Disclosure Schedule (“Schedule 5.01”), or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant to a Legal Requirement, each of the CompaniesAgreement, the Company Subsidiariesshall not conduct its business other than in the ordinary course in order to protect the value of the Company. Without Limiting the generality of the foregoing, Parent the Sellers shall cause the Company, and the Parent Subsidiaries shall use its reasonable best efforts to carry on its business in the usualCompany agrees, regular and ordinary course consistent with past practices and in compliance with all applicable Legal Requirements and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact continue its present business activities and operations operations, and goodwill, business plan implementation; (ii) not materially shorten or lengthen the customary payment cycles for any of its payables or receivables, however, the Company may reduce the principal amount of its indebtedness, provided that the Company incurs no pre-payment penalties; (iii) use reasonable efforts to attempt to (A) keep available to the Purchaser the services of its respective present key officers the employees of the Company, (B) continue in full force and employees effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and the Business except as required by applicable law, and (iiiC) preserve its current relationships with key its employees, customers, suppliers, distributorssubcontractors, licensors, licenseesregulators, and others other persons with which it has significant business dealings. In additionrelationships; (iv) exercise, during but only after notice to the period from the date of this Agreement Purchaser and continuing until the earlier receipt of the valid termination Purchaser's prior written approval, any rights of this Agreement renewal pursuant to its the terms or the Closing, except to the extent that Parent (in the case of a request by CAG on behalf any of the Companies leases or subleases set forth in Section 3.19(b) or Leases for Tangible Personal Property set forth in Section 3.20 of the Disclosure Schedule which by their terms would otherwise expire; (v) maintain all material licenses, qualifications, registrations and authorizations to do business in each jurisdiction in which it is so licensed, qualified, registered or authorized; (vi) not engage in any practice, take any action, fail to take any action or enter into any transaction, in each case outside the normal course of business which could reasonably be expected to cause any representation or warranty of the Sellers or the Company Subsidiariesto be untrue for purposes of this Section 5.01(a) as of the date made in any material respect or CAG (result in a breach of any covenant made by the case of a request by Parent on behalf of itself Sellers or the Parent SubsidiariesCompany in this Agreement; and (vii) shall otherwise consent not pay any dividends, bonuses or other extraordinary payments, except for $250,000.00 in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 5.01, or in connection with COVID-19 Measures or Permitted Actions, or as otherwise explicitly contemplated by this Agreement or the other Transaction Documents, or required pursuant bonuses to a Legal Requirement, none of the Companies, the key Company Subsidiaries, Parent or the Parent Subsidiaries shall do any of the following:employees.