Common use of Conduct of the Business Pending the Merger Clause in Contracts

Conduct of the Business Pending the Merger. (a) The Company covenants and agrees that between the date of this Agreement and the Effective Time unless Parent shall otherwise agree in writing, (i) the business of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with prior practice, (ii) the Company and its Subsidiaries shall use reasonable best efforts to preserve intact their business organizations, to keep available the services of their current officers and employees and to preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or its Subsidiaries has business relations, and (iii) the Company and its Subsidiaries will comply with all applicable Laws and regulations wherever its business is conducted, including, without limitation, the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Without limiting the foregoing, neither the Company nor any of its Subsidiaries shall, except in the ordinary course of business consistent with past practice as of December 31, 1999, (i) materially reduce the expenses of the Company or its Subsidiaries relating to sales or customer service or support, (ii) materially discount the price or materially alter the terms of any of the

Conduct of the Business Pending the Merger. (a) The Company covenants and agrees that between that, after the date hereof and the earlier of (1) the Effective Time, or (2) termination of this Agreement in accordance with its terms, except as contemplated or permitted by this Agreement or required by applicable Laws or with the prior written approval of Parent or Purchaser (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and the Effective Time unless Parent shall otherwise agree in writingcause each of its Subsidiaries to, (i) the conduct its business of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with prior past practice, (ii) the Company and use its Subsidiaries shall use commercially reasonable best efforts to preserve intact their business organizations, to keep available the services of their the current officers and officers, key employees and to preserve the current relationships consultants of the Company and each of its Subsidiaries and to preserve business organizations of the Company and each of its Subsidiaries intact and to preserve and maintain existing relations and goodwill with customers, suppliers suppliers, contractors, distributors, licensors, licensees, partners and other persons Persons with which whom the Company or any of its Subsidiaries has material business relations, and (iii) the Company and its Subsidiaries will comply in all material respects with all applicable Laws and regulations wherever its business is conducted, including, without limitation, the timely filing requirements of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange ActCompany Material Contracts. Without limiting the generality of the foregoing, neither from the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (w) as otherwise expressly contemplated or permitted by this Agreement, (x) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or any Governmental Entity or (z) as set forth in Section 6.1 of the Disclosure Schedule, the Company nor will not and will not permit any of its Subsidiaries shallto, except in the ordinary course of business consistent with past practice as of December 31, 1999, (i) materially reduce the expenses of the Company directly or its Subsidiaries relating to sales or customer service or support, (ii) materially discount the price or materially alter the terms of any of theindirectly: