Common use of Conduct of Company Business Clause in Contracts

Conduct of Company Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall use commercially reasonable efforts to conduct the business of Company and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, pay all income and other material Taxes of the Company and its Subsidiaries when due, pay or perform all obligations of the Company and its Subsidiaries when due, and, to the extent consistent with such business, preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its Subsidiaries, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.

Conduct of Company Business. During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective TimeTime (the “Pre-Closing Period”), except to the extent that Parent Acquiror shall otherwise consent in writing (such consent not to be unreasonably withheldwriting, conditioned and except as expressly contemplated by this Agreement or delayed)as set forth in Section 5.1 of the Disclosure Schedule, the Company and its Subsidiaries shall use commercially reasonable efforts to to: conduct the business of Company and its Subsidiaries their businesses in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, consistent with past practice; pay all income and other material Taxes of the Company and its Subsidiaries when due, due (subject to Section 7.6(a)); pay or perform all other obligations of the Company and its Subsidiaries when duedue (including the timely withholding, collecting, remitting and payment of all Taxes required under Law); and, to the extent consistent with such businesspast practice, preserve intact the present business organizations of the -42- Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its SubsidiariesEmployees, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the current relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.

Conduct of Company Business. During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective TimeTime (the “Pre-Closing Period”), except to the extent that Parent Acquiror shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned conditioned, or delayed), the Company shall use commercially reasonable efforts to conduct the business of Company and its Subsidiaries shall conduct their businesses in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, pay all income and other material Taxes of the Company and its Subsidiaries when due), pay or perform all other obligations of the Company and its Subsidiaries when duedue (including the timely withholding, collecting, remitting and payment of all Taxes required under Law), and, to the extent consistent with such business, preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its SubsidiariesEmployees, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.

Conduct of Company Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Parent Acquiror shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)writing, the Company shall use commercially reasonable efforts to conduct the business of Company and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, pay all income and other material Taxes of the Company and its Subsidiaries when duedue (subject to Acquiror’s review and consent to the filing of Tax Returns, as set forth in Section 5.2(m)), pay or perform all other obligations of the Company and its Subsidiaries when duedue (including the timely withholding, collecting, remitting and payment of all Taxes required under Law), and, to the extent consistent with such business, preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its Subsidiaries, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.