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

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 6.1 of the Company Disclosure Schedule, (y) expressly permitted by this Agreement, or (z) required by Law, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, unless Parent otherwise agrees in writing (such agreement not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business, (ii) use commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business relationships and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (iii) comply with all Laws, and (iv) not take any action which would materially adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactions. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 of the Company Disclosure Schedule, except as expressly permitted by this Agreement, or except as required by Law, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of the Company Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):

Conduct of Businesses Prior to the Effective Time. (a) Except as (x) set forth in Section 6.1 5.1(a) of the Company Disclosure Schedule, (y) Schedule or as expressly contemplated or permitted by this Agreement, or (z) as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (i) the termination of this Agreement in accordance with Section 8.1and (ii) the Effective Time, unless Parent otherwise agrees in writing (such agreement not to be unreasonably withheld, delayed or conditioned)writing, the Company shall, and shall cause each of the Company its Subsidiaries to, (i) in all material respects, conduct its business in all material respects in the usual, regular, and ordinary course of business, (ii) consistent with past practice; use commercially all reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business relationships organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, (iii) maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all Laws, applicable laws and (iv) not take any action which would materially adversely affect or delay the ability regulations of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the TransactionsGovernmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1(a) of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (x) the termination of this Agreement in accordance with Section 8.1and (y) the Effective Time, the Company shall not, and shall not permit any of the Company its Subsidiaries to, without the prior written consent of Parent (such consent which will not to unreasonably be unreasonably withheld, delayed conditioned, or conditioned):delayed) in each instance:

Conduct of Businesses Prior to the Effective Time. (a) Except as (x) set forth in Section 6.1 5.1(a) of the Company Disclosure Schedule, (y) Schedule or as expressly contemplated or permitted by this Agreement, or (z) as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (i) the termination of this Agreement in accordance with Section 8.1and (ii) the Effective Time, unless Parent otherwise agrees in writing (such agreement not to be unreasonably withheld, delayed or conditioned)writing, the Company shall, and shall cause each of the Company its Subsidiaries to, (i) use commercially reasonable efforts to, conduct its business in all material respects in the ordinary course of business, (ii) consistent with past practice; use commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business relationships organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees; and, (iii) comply with all Lawsat its expense, and (iv) not take any action which would materially adversely affect or delay maintain its assets material to the ability of any business of the parties hereto from obtaining any necessary approvals required Company and its Subsidiaries in good repair and condition, consistent with past practice except to the extent of reasonable wear and use and damage by the Transactions, performing its covenants fire or agreements hereunder, or otherwise materially delay or prohibit the Transactionsother casualty. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1(a) of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (x) the termination of this Agreement in accordance with Section 8.1and (y) the Effective Time, the Company shall not, and shall not permit any of the Company its Subsidiaries to, without the prior written consent of Parent in each instance (such which consent shall not to be unreasonably withheld, delayed or conditioned):

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 6.1 of the Company Disclosure Schedule, (y) expressly contemplated, required or permitted by this Agreement, or (z) required by Law, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, unless without the prior written consent of Parent otherwise agrees in writing (such agreement consent not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business, business consistent with past practice and (ii) use commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business relationships organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (iii) comply with all Laws, and (iv) not take any action which would materially adversely affect or delay the ability of any employees in service as of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactionsdate of this Agreement. Without limiting the generality of the foregoing, and except as (x) set forth in Section 6.1 of the Company Disclosure Schedule, except as (y) expressly contemplated, required or permitted by this Agreement, or except as (z) required by Law, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of the Company Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that if any action is permitted by any of the following subsections, such action shall be permitted under the first sentence of this Section 6.1):

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 6.1 5.1 of the Company Disclosure Schedule, (y) Schedule or as expressly contemplated or permitted by this Agreement, or (z) as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (i) the termination of this Agreement in accordance with Section 8.1and (ii) the Effective Time, unless Parent otherwise agrees in writing (such agreement not to be unreasonably withheld, delayed or conditioned)writing, the Company shall, and shall cause each of the Company its Subsidiaries to, (i) in all material respects, conduct its business in all material respects in the usual, regular, and ordinary course of business, (ii) consistent with past practice; use commercially all reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business relationships organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, (iii) maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all Laws, applicable laws and (iv) not take any action which would materially adversely affect or delay the ability regulations of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the TransactionsGovernmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1 of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by Lawapplicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of the Effective Time or (x) the termination of this Agreement in accordance with Section 8.1and (y) the Effective Time, the Company shall not, and shall not permit any of the Company its Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):in each instance:

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 6.1 of the Company Disclosure Schedule, (y) expressly permitted by this Agreement, or (z) required by Law, during During the period from the date of this Agreement to the earlier of the Effective Time or the earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement in accordance with (including Section 8.15.1 of the Target Disclosure Schedule), unless Parent otherwise agrees in writing as required by law, at the written direction of a Governmental Entity or Regulatory Agency, or as consented to by Acquiror (such agreement which consent shall not to be unreasonably withheld, delayed or conditioned), the Company Target shall, and shall cause each of the Company Subsidiaries Target Subsidiary to, (ia) conduct its business in the ordinary course in all material respects and consistent in the ordinary course of businessall material respects with past practice and in compliance in all material respects with all applicable laws, (iib) use commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedulebusiness organization, employees and advantageous business relationships and the goodwill of those having business relationships with it and retain the services of its present key officers and key employees, (iii) comply with all Laws, employees and (ivc) not take any action which would materially adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing perform its covenants or and agreements hereunder, or otherwise materially delay or prohibit the Transactions. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 of the Company Disclosure Schedule, except as expressly permitted by under this Agreement, or except as required by Law, during . During the period from the date of this Agreement to the earlier of the Effective Time or the earlier termination of this Agreement in accordance with Section 8.1Agreement, except as expressly contemplated or permitted by this Agreement, as required by law, at the Company direction of a Governmental Entity or Regulatory Agency, or as consented to by Target (which consent shall notnot be unreasonably withheld), Acquiror shall, and shall not permit any cause each of the Company its Subsidiaries to, without (x) conduct its business in the prior written consent of Parent ordinary course in all material respects and consistent in all material respects with past practice and in compliance in all material respects with all applicable laws and (such consent not to be unreasonably withheld, delayed or conditioned):y) perform its covenants and agreements under this Agreement.

Conduct of Businesses Prior to the Effective Time. Except as (x) ------------------------------------------------- set forth in Section 6.1 5.1 of the Company Disclosure Schedule, (y) Schedule or as expressly contemplated or permitted by this Agreement, or (z) as required by Lawapplicable law, rule or regulation, during the period from the date of this Agreement to the earlier earliest to occur of the Effective Time or the date of termination of this Agreement in accordance with Section 8.1Agreement, the date when directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or the Effective Time, unless Parent otherwise agrees in writing (such agreement not to be unreasonably withheld, delayed or conditioned)writing, the Company shall, and shall cause each its subsidiaries to, in all material respects, (a) conduct the business of the Company Subsidiaries toand its subsidiaries as a whole in the usual, regular and ordinary course consistent with past practice, (i) conduct its business in all material respects in the ordinary course of business, (iib) use commercially all reasonable efforts consistent with past practice to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 the business organization of the Company Disclosure Schedule, advantageous business relationships and its subsidiaries as a whole and the goodwill good will of those having business relationships with them and (c) retain (to the extent the Company's management determines it and retain to be in the Company's best interest) the services of its present officers and key employees, (iii) comply with all Laws, and (iv) not take any action which would materially adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactions. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1 of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by Lawapplicable law, rule or regulation, during the period from the date of this Agreement to the earlier earliest to occur of the Effective Time or the date of termination of this Agreement in accordance with Section 8.1Agreement, the date when directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries its subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):in each instance: