Common use of Conduct of Business Prior to the Effective Time Clause in Contracts

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Seller Disclosure Schedule), as required by law or as consented to in writing by Parent (or, in the case of clause (b) below, Seller) (such consent not to be unreasonably withheld, conditioned or delayed), (a) Seller shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and (iii) not take a security interest, ownership or control of commercial real property in such a manner so as to create any liability under Environmental Laws, and (b) each of Parent and Seller shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Conduct of Business Prior to the Effective Time. During Except as expressly contemplated by or permitted by this Agreement, with the prior written consent of the other party, as set forth in Section 6.2 of the GETCO Disclosure Schedule or the Knight Disclosure Schedule (as applicable) or as otherwise required by applicable Law, during the period from the date of this Agreement to the Effective Time or earlier termination Time, each of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Seller Disclosure Schedule), as required by law or as consented to in writing by Parent (or, in the case of clause (b) below, Seller) (such consent not to be unreasonably withheld, conditioned or delayed), (a) Seller Knight and GETCO shall, and shall cause each of its respective Subsidiaries to, subject to the limitations set forth in Section 6.2, (ia) conduct its business in the ordinary course in all material respects, (iib) use reasonable best efforts to (i) maintain and preserve intact its business organization and advantageous business relationshipsrelationships and retain the services of its key officers and key employees, (ii) maintain and keep material property and assets consistent with past practices, (iii) not take a security interest, ownership or control of commercial real property maintain in such a manner so as to create any liability under Environmental Laws, effect all material Permits consistent with past practices and (bc) each of Parent and Seller shall, and shall cause their respective Subsidiaries to, take no action that is intended to or would reasonably be likely expected to adversely affect or materially delay the ability of the Company, GETCO, Knight, Merger Sub A, Merger Sub B, Merger Sub C or any of their respective Subsidiaries, as applicable, to timely obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisor thereby. During the period from the date of this Agreement to the Effective Time, Knight and GETCO each agree to use reasonable best efforts to manage capital consistent with current practice (including at the parent company level).

Conduct of Business Prior to the Effective Time. During Except as expressly contemplated by or permitted by this Agreement, with the prior written consent of the other party, as set forth in Section 6.2 of the GETCO Disclosure Schedule or the Knight Disclosure Schedule (as applicable) or as otherwise required by applicable Law, during the period from the date of this the Original Merger Agreement to the Effective Time or earlier termination Time, each of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Seller Disclosure Schedule), as required by law or as consented to in writing by Parent (or, in the case of clause (b) below, Seller) (such consent not to be unreasonably withheld, conditioned or delayed), (a) Seller Knight and GETCO shall, and shall cause each of its respective Subsidiaries to, subject to the limitations set forth in Section 6.2, (ia) conduct its business in the ordinary course in all material respects, (iib) use reasonable best efforts to (i) maintain and preserve intact its business organization and advantageous business relationshipsrelationships and retain the services of its key officers and key employees, (ii) maintain and keep material property and assets consistent with past practices, (iii) not take a security interest, ownership or control of commercial real property maintain in such a manner so as to create any liability under Environmental Laws, effect all material Permits consistent with past practices and (bc) each of Parent and Seller shall, and shall cause their respective Subsidiaries to, take no action that is intended to or would reasonably be likely expected to adversely affect or materially delay the ability of the Company, GETCO, Knight, Merger Sub A, Merger Sub B, Merger Sub C or any of their respective Subsidiaries, as applicable, to timely obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisor thereby. During the period from the date of the Original Merger Agreement to the Effective Time, Knight and GETCO each agree to use reasonable best efforts to manage capital consistent with current practice (including at the parent company level).

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to through the Effective Time or earlier termination of this AgreementTime, except as Previously Disclosed, as expressly contemplated contemplated, permitted or permitted required by this Agreement (including as set forth in the Seller Disclosure Schedule)or any Ancillary Agreement, as required by law or except as consented to in advance in writing by Parent (orGroup or Purchaser, in as the case of clause may be (b) below, Seller) (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of (i) the Sales Package Companies, (ii) Purchaser (but only with respect to clause (c)) and (iii) the Sellers (in the cases of (a) Seller and (b) only with respect to the Sales Package Companies) shall, and shall cause each of its Subsidiaries to, : (ia) conduct its business in the ordinary course in all material respects, course; (iib) use reasonable best efforts to maintain and preserve intact its business organization organization, assets, employees and advantageous business relationshipsrelationships with regulators, customers, suppliers, employees, licensors and licensees and (iiic) not take a security interest, ownership or control of commercial real property in such a manner so as to create any liability under Environmental Laws, and (b) each of Parent and Seller shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely expected to adversely affect or delay (or fail to take any action the failure of which would be reasonably expected to adversely affect or delay) the ability of any person to obtain any necessary approvals of any required Consents, the Requisite Regulatory Agency Approvals or perform its obligations under this Agreement, or result in the Transactions or the other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under by this Agreement or to consummate any of the transactions contemplated hereby Ancillary Agreements not being consummated on a timely basis.