Common use of Conduct of Parent and Merger Sub Clause in Contracts

Conduct of Parent and Merger Sub. (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) with the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Parent COVID Action or (v) as set forth in Section 5.2 of the Parent Disclosure Letter, Parent covenants and agrees that it shall use commercially reasonable efforts to conduct the business of Parent and its Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact their present lines of business, and to maintain their rights, franchises and permits; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Notwithstanding the foregoing, Parent and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.

Conduct of Parent and Merger Sub. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time or and the Termination Datetermination of this Agreement, and except (i) as may be required contemplated by applicable Law or this Agreement, as set forth in Section 7.01 of the regulations or requirements of any stock exchange or regulatory organization applicable Parent Disclosure Letter, as consented to Parent or any of its Subsidiaries, (ii) with the prior written consent of in writing by the Company (such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed), (iii) or as may be expressly contemplated or required by this Agreement, (iv) in connection with a Parent COVID Action applicable Law or (v) as set forth in Section 5.2 of the Parent Disclosure LetterOrder, Parent covenants shall, and agrees that it shall cause each of its Subsidiaries to, conduct its business in the ordinary course and, to the extent consistent with the foregoing, use its commercially reasonable efforts to conduct the business of Parent and its Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to (i) preserve intact their present lines of businessits business organization and (ii) maintain generally its business relationships with its customers, lenders, suppliers and to maintain their rights, franchises and permitsothers having business relationships with it; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision in the subclauses of Section 5.2(b) the next sentence shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionsubclauses. Notwithstanding Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as contemplated by this Agreement, as set forth in Section 7.01 of the Parent and Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking, any Parent COVID Action.to: