Common use of Conduct of the Companies Clause in Contracts

Conduct of the Companies. (a) From the date hereof until the Effective Time or until the earlier termination of this Agreement (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter into) any transaction with respect to the Purchased Securities, except as contemplated by this Agreement (including, without limitation, Section 6.2(c)) or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. During the Interim Period, except as otherwise contemplated by this Agreement, set forth on Schedule 6.1(a) or consented to in writing by Purchaser, Seller shall, and shall cause the Acquired Companies to: (i) conduct the Business in the ordinary course of business; (ii) use commercially reasonable efforts to preserve intact the Business and to keep available the services of the Transferred Employees (as defined below), provided, that Seller and its Affiliates shall have no obligation to pay any Transferred Employee any stay or retention bonus or similar payment; and (iii) use commercially reasonable efforts to preserve the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents of the Business. (b) Without limiting the foregoing, during the Interim Period, the Acquired Companies will not take any action or omit to take any action that would, if such action or omission occurred between December 31, 2020 and the date hereof, constitute a breach of the representations and warranties contained in Section 4.5. (c) Notwithstanding the foregoing or any other provision of this Agreement, Purchaser shall not have the right, directly or indirectly, to control or direct the operations of Seller or any of the Acquired Companies prior to the Effective Time. During the Interim Period, Seller and the Acquired Companies shall grant Purchaser, upon reasonable notice to Seller, reasonable access to any employee of the Acquired Companies for either in-person, phone or video meetings during normal business hours.

Conduct of the Companies. (a) From the date hereof until the Effective Time or until the earlier termination of this Agreement (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter into) any transaction with respect to the Purchased SecuritiesClosing Date, except as contemplated by this Agreement (including, without limitation, Section 6.2(c)) disclosed on Schedule 5.01 or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. During the Interim Period, except as otherwise expressly contemplated by this Agreement, set forth on Schedule 6.1(a) or consented to in writing by Purchaser, Seller shall, Parent and Sellers shall cause the Acquired Companies to: each Company and each Subsidiary (i) to conduct the Business in the ordinary course of business; course, (ii) to use its commercially reasonable efforts to preserve intact the Business its business organizations and relationships with third parties, (iii) to keep available the services of its present officers and employees, (iv) to manage working capital in the Transferred Employees (as defined below)ordinary course consistent with past practice, provided, that Seller and its Affiliates shall have no obligation to pay any Transferred Employee any stay or retention bonus or similar payment; and (iiiv) use commercially reasonable efforts to preserve continue to make capital expenditures consistent with those contemplated by the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents of the BusinessCapex Budget. (b) Without limiting From the foregoingdate hereof until the Closing Date, Seller Parent and Sellers shall cause each Company and each Subsidiary to use their respective commercially reasonable efforts to (i) timely apply for renewal of all permits, licenses, authorizations and registrations necessary for operations and products of the Companies and the Subsidiaries to comply with all applicable Laws, including Environmental Laws, (ii) renew the contract listed on Schedule 5.01(b)(ii) in accordance with its terms, (iii) make Bio-Lab’s and, as applicable, its Subsidiaries’ planned expenditures with respect to the New Household Product Line, (iv) complete the decommissioning, installation and optimization of the New Household Product Line prior to March 31, 2014 and (v) build up and maintain a quantity of Inventory sufficient to satisfy customer purchase orders during the Interim Periodperiod of decommissioning, the Acquired Companies will not take any action or omit to take any action that would, if such action or omission occurred between December 31, 2020 installation and the date hereof, constitute a breach optimization of the representations and warranties contained in Section 4.5New Household Product Line. (c) Notwithstanding the foregoing foregoing, from the date hereof until the Closing, except as disclosed on Schedule 5.01(c) or any other provision of as expressly contemplated by this Agreement, Purchaser without the prior written consent of Buyer (which consent, in the case of clauses (x), (xiii), (xix)(A), (xix)(B), (xx) and (xxi) below, shall not have be unreasonably withheld, delayed or conditioned), Seller Parent and Sellers shall not, and shall cause each of the rightCompanies and the Subsidiaries to not, take any of the following actions with respect to any Company or Subsidiary: (i) adopt or propose any change in its certificate of incorporation or bylaws or equivalent organizational documents of any of the Companies or the Subsidiaries; (ii) issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any Company Securities or any Subsidiary Securities; (iii) merge or consolidate with any other Person; (iv) other than in the ordinary course of business, acquire assets in excess of $500,000 from any other Person; (v) sell, lease, license or otherwise dispose of, or create or incur any Lien on (except for Permitted Liens), any assets or property in excess of $500,000 except (A) pursuant to existing contracts or commitments or (B) otherwise in the ordinary course of business consistent with past practice; (vi) reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of the Company Securities or Subsidiary Securities; (vii) declare, set aside, make or pay any dividend or other distribution other than cash (whether in stock or property or any combination thereof) with respect to control any of the Company Securities or direct Subsidiary Securities (whether by merger, consolidation or otherwise); (viii) create, incur, assume, suffer to exist or otherwise be liable with respect to any Indebtedness having an aggregate principal amount (together with all other Indebtedness of the operations Companies and the Subsidiaries) outstanding at any time greater than $500,000, other than Indebtedness for borrowed money in the ordinary course of business consistent with past practice; (ix) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (x) other than those amendments, extensions or modifications described in Section 5.01(c)(xi) or in connection with actions permitted to be taken in connection with Section 5.01(c)(iv), Section 5.01(c)(v) and Section 5.01(c)(xiii), enter into, amend, extend or modify in any material respect or terminate, or otherwise waive, release or assign any material rights, claims or benefits of any of the Companies or the Subsidiaries under any Material Contract; (xi) amend, extend or modify those Material Contracts referred to on Schedule 5.01(c)(xi) to extend the purchase commitments thereunder for a period longer than six (6) months after the Closing Date; (xii) enter into any contract that limits or otherwise restricts in any material respect any Company, any Subsidiary or any of their respective Affiliates or any successor thereto or that would reasonably be expected, after the Closing, to limit or restrict in any material respect any Company, any Subsidiaries, Buyer or any of their respective Affiliates, from engaging or competing in any line of business, in any location or with any Person; (xiii) authorize any capital expenditure in excess of $500,000, other than a capital expenditure made pursuant to the Capex Budget; (xiv) except as required by the terms of any Employee Plan or International Plan, forgive any loans to directors, officers, employees or any of their respective Affiliates; (xv) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company or Subsidiary or merge or consolidate any Company or Subsidiary with any Person; (xvi) except as may be required by Applicable Law or GAAP, change in any material respect any material method, policy, practice, procedure or principle of financial accounting; (xvii) sell, assign, transfer, license, abandon, permit to lapse, or otherwise dispose of, or take any action, or fail to take any action, that could reasonably be expected to result in the loss, lapse, abandonment, invalidity or unenforceability of, any right in any Intellectual Property material to the Business, other than in the ordinary course of business; (xviii) make or change any material Tax election, settle or compromise any claim for a material Tax refund or any other audit or other proceeding in respect of material Taxes, file any material amended Tax Return or consent to any extension or waiver of any statute of limitations period in respect of material Taxes; (xix) other than as required by Applicable Law or an Employee Plan or International Plan, with respect to any Company Employee, (A) provide any new or additional compensation or benefits to any Company Employee, except in the ordinary course of business consistent with past practice or in the ordinary course in connection with promotions, (B) pay or commit to paying any pension, severance, retention, change-in-control, or retirement benefits, (C) amend any Employee Plan or International Plan (other than amendments that do not materially increase the cost to any Company or any Subsidiary of any Company of sponsoring, maintaining, or contributing to any Employee Plan or International Plan or of complying with any covenants contained in this Agreement), or enter into, adopt, implement, or otherwise commit to any new Benefit Plan that would be an Employee Plan or International Plan if it were in effect as of the date of this Agreement, or (D) establish, adopt, amend, or renew any collective bargaining agreement, and Seller Parent agrees not to, and shall cause each of its subsidiaries not to, engage in any of the activities set forth in any of clauses (i) through (iv) above to the extent that doing so would create any liability for any Company or any Subsidiary of any Company or otherwise increase the cost to any Company or any Subsidiary of any Company of complying with any covenants contained in this Agreement; (xx) transfer the employment of any Company Employee to Seller Parent or any of its subsidiaries other than any of the Companies or the Subsidiaries, or transfer the employment of any employee of Seller Parent or any of its subsidiaries, other than a Company Employee, to any of the Companies or any of the Acquired Companies prior Subsidiaries; (xxi) except for any Proceedings described in Section 5.01(c)(xxii), settle (A) any Proceeding involving or against any Company or any Subsidiary involving an amount in excess of $500,000 or (B) any Proceeding that relates to the Effective Time. During transactions contemplated by this Agreement or the Interim PeriodAncillary Agreements, Seller and in each case; (xxii) settle any Proceeding which relates to matters involving criminal conduct or principally involves equitable relief that would be applicable to the Acquired Companies shall grant Purchaser, upon reasonable notice or the Subsidiaries after the Closing; or (xxiii) agree or commit to Seller, reasonable access to do any employee of the Acquired Companies for either in-person, phone or video meetings during normal business hoursforegoing.

Conduct of the Companies. (a) From the date hereof until the Effective Time or until and prior to the earlier termination to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article IX (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter into) any transaction with respect to the Purchased Securities, except as contemplated otherwise approved in writing by this Agreement Buyer (including, without limitation, Section 6.2(c)) or with the prior written consent of Purchaser, which consent approval shall not be unreasonably withheld, conditioned or delayed. During , and provided that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Interim Period, except as otherwise contemplated by this Agreement, set forth date on Schedule 6.1(a) or consented to in writing by Purchaserwhich Seller requests such consent), Seller shall, and shall cause the Acquired Companies Company Entities to: : (i) conduct the Business their respective businesses in all material respects in the ordinary course Ordinary Course of businessBusiness; and (ii) use commercially reasonable efforts to preserve intact preserve, maintain and protect the Business assets and to keep available the services properties of the Transferred Employees (as defined below)Company Entities, ordinary wear and tear excepted; provided, that Seller and its Affiliates such efforts shall have no not include any requirement or obligation to pay make any Transferred Employee payment or assume any stay Liability not otherwise required to be paid or retention bonus assumed by the terms of an existing Contract or similar payment; and (iii) use commercially reasonable efforts offer or grant any financial accommodation or other benefit not otherwise required to preserve be made by the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents terms of the Businessan existing Contract. (b) Without limiting the generality of the foregoing, during the Interim Period, except as otherwise approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed, and; provided, that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Acquired Companies will date on which Seller requests such consent), Seller shall cause the Company Entities not take to: (i) amend the Governing Documents of any action Company Entity other than amendments which are ministerial in nature or omit necessary to take consummate the Transaction or not otherwise material to the Transaction or any action that wouldCompany Entity; (ii) authorize for issuance, if such action issue, grant, sell, deliver, dispose of, pledge or omission occurred between December 31otherwise encumber any Interests of any Company Entity, 2020 or any securities convertible into or exchangeable or exercisable for any share capital of any Company Entity, or issue any rights to subscribe for or acquire any shares or Interests of any Company Entity to any Person, in each of the foregoing cases, other than to Seller or any other Company Entity; (iii) except as required or permitted by IFRS, applicable Law or any Governmental Authority, change any accounting methods, principles or practices of any Company Entity; (iv) (x) sell, transfer or otherwise dispose of any of the material assets of the Company Entities having a value in excess of $5,000,000 in the aggregate to any Person (other than to any other Company Entity) except (A) pursuant to Contracts in force on the date hereof and made available to Buyer on or prior to the date hereof, constitute or (B) sales, transfers or dispositions of obsolete or replaced assets, inventory, equipment or replacement parts in the Ordinary Course of Business, or (y) encumber any such assets other than with a breach Permitted Lien, in each case; (v) permit any Company Entity to make any loans, advances or capital contributions to or investments in any Person (other than any Company Entity) in excess of $2,500,000 in the aggregate; (vi) enter into or materially amend or waive any material provision of any Material Contract other than in the Ordinary Course of Business; (vii) except as set forth in Section 6.1(b)(vii) of the representations Seller Disclosure Schedule, liquidate, dissolve, recapitalize or otherwise wind up its business; (viii) merge or consolidate with, or purchase substantially all of the assets or business of, or a majority of the voting equity interests in, any Person in excess of $5,000,000 in the aggregate; (ix) grant or agree to grant to any officer of any Company Entity any material increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits, or establish any new compensation or benefit plans or arrangements, or amend or agree to amend any existing employee benefit plans, except (w) as may be required under applicable Laws, (x) pursuant to the employee benefit plans or collective bargaining agreements of any of the Company Entities in effect on the date hereof, (y) in the Ordinary Course of Business or (z) pursuant to an employment, retention, change-of-control or similar type of Contract existing as of the date hereof; (x) fail to timely file any material Tax Return required to be filed (after taking into account any extensions), prepare, amend or file any Tax Return that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods, fail to timely pay any material Tax that is due and warranties contained payable by the applicable entity, make, change or rescind any material tax election not required by Law that could have a continuing effect on any Company Entity following the Closing Date, settle or compromise any claim relating to material Taxes, surrender any claim for a refund of material Taxes, consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, enter into any closing agreement or similar agreement relating to material Taxes, or adopt or change any material Tax accounting principle, method, period or practice; (xi) settle or compromise any Action in Section 4.5excess of $2,500,000 individually or $5,000,000 in the aggregate; (xii) submit any offer in any public tender process to develop or construct new energy infrastructure and related assets of the Chilean National Transmission System (Sistema de Transmision Nacional); (xiii) declare any capital reduction unless such capital reduction is paid on or before Closing; or (xiv) agree, whether in writing or otherwise, to do any of the foregoing. (c) Notwithstanding the foregoing Nothing contained in this Agreement shall be construed to give Buyer or any other provision of this Agreement, Purchaser shall not have the rightits Affiliates, directly or indirectly, any right to control or direct the businesses of the Company Entities prior to the Closing or any other businesses or operations of Seller or any its Affiliates. Prior to the Closing, Seller shall exercise such control and supervision of the Acquired Companies prior Company Entities and of their respective businesses and operations as is consistent with the terms and conditions of this Agreement and their respective Governing Documents. (d) From the date of this Agreement until the Closing Date, Seller shall ensure that all material policies of insurance relating to the Effective Time. During the Interim Period, Seller and the Acquired Companies shall grant Purchaser, upon reasonable notice to Seller, reasonable access to any employee business or assets of the Acquired Companies for either in-personCompany Entities in force as of the date hereof (the “Current Insurance Policies”) provide coverage in accordance with Seller’s standard practice and in accordance with relevant and applicable Laws, phone or video meetings during normal business hoursand are kept in force and renewed when required in accordance with past practices.

Conduct of the Companies. (a) From the date hereof until the Effective Time or until and prior to the earlier termination to occur of the Closing and the date that this Agreement is terminated in accordance with Article IX (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter into) any transaction with respect to the Purchased Securities, except as contemplated otherwise approved in writing by this Agreement Buyer (including, without limitation, Section 6.2(c)) or with the prior written consent of Purchaser, which consent approval shall not be unreasonably withheld, conditioned or delayed. During , and provided that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Interim Period, except as otherwise contemplated by this Agreement, set forth date on Schedule 6.1(a) or consented to in writing by Purchaserwhich Seller requests such consent), Seller shall, and shall cause the Acquired Companies Company Entities to: : (i) conduct the Business their respective businesses in all material respects in the ordinary course Ordinary Course of business; Business; (ii) use commercially reasonable efforts to preserve intact preserve, maintain and protect the Business assets and to keep available the services properties of the Transferred Employees (as defined below)Company Entities, ordinary wear and tear excepted; provided, that Seller and its Affiliates such efforts shall have no not include any requirement or obligation to pay make any Transferred Employee payment or assume any stay Liability not otherwise required to be paid or retention bonus assumed by the terms of an existing Contract or similar paymentoffer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract; and and (iii) use commercially reasonable efforts continue in full force and effect without material modification all insurance policies that are material to preserve the goodwill ofCompany Entities, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents of the Businesstaken as a whole. (b) Without limiting the generality of the foregoing, during the Interim Period, except as otherwise approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed, and; provided, that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Acquired Companies will date on which Seller requests such consent), Seller shall cause the Company Entities not take to: (i) amend the Governing Documents of any action Company Entity other than amendments which are ministerial in nature, necessary to consummate the Transaction or omit not otherwise material to take the Transaction; (ii) authorize for issuance, issue, grant, sell, deliver, reclassify, combine, split, subdivide, purchase, redeem, retire, dispose of, pledge or otherwise encumber any action that wouldshare capital of any Company Entity, if such action or omission occurred between December 31any securities convertible into or exchangeable or exercisable for any share capital of any Company Entity, 2020 or issue any rights to subscribe for or acquire any shares or Interests of any Company Entity to any Person other than Seller or any other Company Entity; (iii) except as required by IFRS or applicable Law, change any accounting methods, principles or practices of any Company Entity; (iv) (x) sell, transfer or otherwise dispose of any of the material assets of the Company Entities having a value in excess of $5,000,000 in the aggregate to any Person (other than to any other Company Entity) except (A) pursuant to Contracts in force on the date hereof and made available to Buyer on or prior to the date hereof, constitute or (B) sales, transfers or dispositions of obsolete or replaced assets, inventory, equipment or replacement parts in the Ordinary Course of Business, or (y) encumber any such assets other than with a breach of the representations and warranties contained Permitted Lien, in Section 4.5.each case; (cv) Notwithstanding permit any Company Entity to make any loans, advances or capital contributions to or investments in any Person (other than any Company Entity) in excess of $2,500,000 in the foregoing aggregate; (vi) enter into or materially amend or waive any other material provision of this Agreementany Material Contract other than in the Ordinary Course of Business; (vii) liquidate, Purchaser shall not have the rightdissolve, directly recapitalize or indirectly, otherwise wind up its business or adopt a plan with respect to control or direct the operations of Seller or any of the Acquired Companies prior to the Effective Time. During the Interim Period, Seller and the Acquired Companies shall grant Purchaser, upon reasonable notice to Seller, reasonable access to any employee of the Acquired Companies for either in-person, phone or video meetings during normal business hours.foregoing;

Conduct of the Companies. (a) From the date hereof until the Effective Time or until the earlier termination of this Agreement Except (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter intoi) any transaction with respect to the Purchased Securitiesextent compelled or required by applicable Law or a Material Contract, except (ii) as otherwise permitted or contemplated by this Agreement Agreement, (includingiii) as set forth in Section 5.1 of the Disclosure Schedule, without limitation, Section 6.2(c)or (iv) or with the prior written consent of Purchaser, as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed. During ), during the Interim Periodperiod from the date hereof to the Closing Date, except as otherwise contemplated by this Agreement, set forth on Schedule 6.1(a) or consented to in writing by Purchaser, Seller shall, and Pregis shall cause each of Pregis Mexico and the Acquired Companies to: (i) to conduct the Business its business and operations in the ordinary course of business; course, consistent with past practice, and to the extent consistent therewith (iix) use commercially reasonable efforts to preserve intact the Business maintain its assets and properties and to keep available preserve its current relationships with customers, employees, suppliers and others having business dealings with it, (y) maintain its books and records in the services of the Transferred Employees (as defined below)usual, providedregular and ordinary manner, that Seller and its Affiliates shall have no obligation to pay any Transferred Employee any stay or retention bonus or similar payment; on a basis consistent with past practice, and (iiiz) use commercially reasonable efforts to preserve the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants ongoing operations of its business and agents of the Mexico Business. (b) Without limiting the generality of the foregoing, except (i) to the extent compelled or required by applicable Law or a Material Contract, (ii) as otherwise permitted or contemplated by this Agreement, (iii) as set forth in Section 5.1 of the Disclosure Schedule, or (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), during the Interim Periodperiod from the date hereof to the Closing Date, Pregis shall cause the Companies and Pregis Mexico not to, and the Companies and Pregis Mexico shall not: (i) modify or amend any of the organizational documents of the Companies; (ii) issue, or authorize the issuance of, any Equity Securities of the Companies; (iii) split, combine, redeem or reclassify, or purchase or otherwise acquire any Equity Securities of the Companies, as applicable; (iv) declare or pay any non-cash dividend or make any non-cash distribution in respect of any of their Equity Securities; (v) incur or suffer to exist any Indebtedness except (x) for working capital borrowings incurred by the Companies in the ordinary course of business and not in excess of $1,000,000 (it being understood and agreed that obligations of the Companies under the existing Pregis ABL facilities shall not be “Indebtedness” for the purposes of this Section 5.1(b)(v)) or (y) as listed in Section 5.1(b)(v) of the Disclosure Schedule; (vi) acquire by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof; (vii) divest, sell, lease, transfer, assign, or otherwise dispose of, or encumber any assets of the Companies or Pregis Mexico, in connection with the Mexico Business, other than the sales of products or services in the ordinary course of business and consistent with past practice; (viii) amend, modify or terminate any Material Contract, other than in the ordinary course of business; (ix) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Companies; (x) make any material change in the rate of compensation, commission, bonus, or other direct or indirect remuneration payable, or agree to pay, conditionally or otherwise, any bonus, incentive, retention, change in control payment or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any employee, officer or director of the Companies or Pregis Mexico, in connection with the Mexico Business, except (i) in the ordinary course of business or (ii) to the extent required by any Plan disclosed in Section 3.17(a) of the Disclosure Schedule; (xi) enter into or adopt any material employee benefit plan or employment or severance agreement, or amend any Plan, except to the extent required by Law, the Acquired Companies will not take any action or omit to take any action that would, if such action or omission occurred between December 31, 2020 and the date hereof, constitute a breach terms of the representations and warranties contained applicable Plan or as expressly contemplated by this Agreement; (xii) enter into any written employment agreement with any employees of any of the Companies or Pregis Mexico, in Section 4.5connection with the Mexico Business, other than at-will employment arrangements terminable by the Companies or Pregis Mexico without material severance liability; (xiii) implement any plant closing or layoff of employees requiring notice under WARN or other similar laws; (xiv) change its accounting policies or procedures except to the extent required to conform with GAAP; (xv) change its fiscal year; or (xvi) authorize, agree, resolve or consent to any of the foregoing. (c) Notwithstanding the foregoing or any other provision of Nothing contained in this Agreement, Purchaser Agreement shall not have the rightgive to Buyer, directly or indirectly, rights to control or direct the operations of Seller Pregis Mexico or any of the Acquired Companies prior to the Effective TimeClosing Date. During Prior to the Interim PeriodClosing Date, Seller the Companies and Pregis Mexico shall exercise, consistent with the Acquired Companies terms and conditions of this Agreement, complete control and supervision of their operations. Notwithstanding anything to the contrary in this Agreement, no consent of Buyer shall grant Purchaser, upon reasonable notice to Seller, reasonable access be required with respect to any employee matter set forth in this Section 5.1 or elsewhere in this Agreement to the extent that the requirement of the Acquired Companies for either in-person, phone such consent would violate or video meetings during normal business hoursconflict with applicable Law.

Conduct of the Companies. (a) From Except as disclosed on Schedule 5.01, from the date hereof until the Effective Time or until Closing Date, the earlier termination of this Agreement (the “Interim Period”), Seller shall not, and Sellers shall cause each Company and Subsidiary to conduct its business in the Acquired Companies not to, enter into (or agree to enter into) any transaction ordinary course consistent with respect to the Purchased Securities, except as contemplated by this Agreement past practice (including, without limitation, Section 6.2(c)) collecting receivables and paying or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. During the Interim Period, except otherwise satisfying obligations and liabilities on a timely basis as otherwise contemplated by this Agreement, set forth on Schedule 6.1(a) or consented to in writing by Purchaser, Seller shall, and shall cause the Acquired Companies to: (i) conduct the Business they become due in the ordinary course of business; (iibusiness and consistent with past practice) and to use commercially its reasonable efforts to preserve intact the Business its assets, business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the Transferred Employees generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Schedule 5.01 or as otherwise expressly contemplated by this Agreement, without the prior written consent of Buyer (as defined belowwhich consent shall not be unreasonably withheld or delayed), providedthe Sellers will not permit any Company or Subsidiary to take any of the following actions: (a) amend (i) any term of any outstanding security of any Company or (ii) any material term of any outstanding security of any Subsidiary; (b) repurchase, that Seller and its Affiliates redeem or otherwise acquire directly or indirectly any outstanding shares of capital stock or other securities of any Company or Subsidiary; (c) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of capital stock or other securities of any Company, Subsidiary or Minority Held Entity (other than any such issuance, sale, transfer, pledge, disposition or encumbrance to or in favor of any other Company or Subsidiary effected with the prior written consent of Buyer, which shall have no obligation to pay not be unreasonably withheld); (d) incur, assume or guarantee any Transferred Employee any stay or retention bonus or similar payment; Indebtedness, other than (i) trade accounts payable, (ii) short-term working capital financing and (iii) use commercially reasonable efforts to preserve any obligation for the goodwill ofdeferred purchase price of property or services, and maintain satisfactory relationships within each case, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents incurred in the ordinary course of the Business.business consistent with past practices; (be) Without limiting mortgage or pledge any shares of capital stock of any Company, Subsidiary or Minority-Held Entity or any material assets of any Company or Subsidiary, or create or suffer to exist any material Lien thereupon; (f) make any loan, advance or capital contribution to or investment in any Person in excess of $1,000,000, other than (i) loans, advances or capital contributions to or investments in any Company or Subsidiary or loans or advances to any Seller or its Affiliates effected with the foregoingprior written consent of Buyer, during which shall not be unreasonably withheld and (ii) loans or advances to employees for payment of business expenses in the Interim Periodordinary course of business consistent with past practice; (g) acquire or create a new Subsidiary or invest in a new Minority-Held Entity or acquire material assets or property from any other Person, or sell, lease, license or otherwise dispose of any material assets or property, other than in the Acquired Companies will not take ordinary course of business consistent with past practice; (h) make any action change to any method of accounting or omit accounting practice of any Company or Subsidiary except for any such change required by reason of a concurrent change in generally accepted accounting principles or change its auditors; (i) except as required by generally accepted accounting principles, revalue in any material respect any of its assets, including without limitation writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business; (i) increase the compensation of any present or former director, officer or employee of any Company or Subsidiary (except (x) as required by applicable law, (y) in the ordinary course of business consistent with past practice or (z) for the payment of accrued or earned but unpaid bonuses); (ii) grant any severance or termination pay to take any action that wouldpresent or former director, officer or employee of any Company or Subsidiary (other than in the ordinary course of business consistent with past practice); (iii) loan or advance any money or other property to any officer of any Company or Subsidiary (other than loans or advances for payment of business expenses in the ordinary course of business consistent with past practice); (iv) except as required by law, establish, adopt, amend or terminate any Employee Plan or any plan, agreement, arrangement or policy that, if such action or omission occurred between December 31, 2020 and it were in existence on the date hereof, constitute would be an Employee Plan, except that the Companies and the Subsidiaries may amend any such existing Employee Plan to the extent that such amendment would not result in more than a breach de minimis increase in the costs or liabilities under such plan; (v) increase the funding obligation or contribution rate of any Title IV Plan (other than consistent with past practice or as required by applicable law); (vi) grant any equity or equity-based awards; or (vii) cause or permit to occur an acceleration of contributions under Section 8 of the representations and warranties contained Contribution Agreement or otherwise make any employer contributions to the Profit Sharing Plan in Section 4.5excess of the minimum required contribution amounts pursuant to the Contribution Agreement. (ck) Notwithstanding other than in the foregoing ordinary course of business consistent with past practice, (i) make or rescind, or permit to be made or rescinded, any material Tax election with respect to any Company or Subsidiary or amend any material Return, (ii) change any of its material methods of reporting income or deductions for Tax purposes, (iii) compromise, or permit to be compromised, any material Tax liability of any Company or any Subsidiary material to the Companies and the Subsidiaries or (iv) issue a waiver to extend the period of limitations for the payment or assessment of any Tax; (l) settle or compromise any material action, suit, litigation or other proceeding, whether administrative, civil or criminal, in law or in equity, or before any Governmental Authority or in any arbitral or similar proceeding; (m) amend its certificate of incorporation or bylaws (or similar constituent documents); (n) split, combine, subdivide or reclassify its outstanding shares of capital stock or declare, set aside or pay any dividend or other distribution payable in stock or property (or any other provision form except for cash) with respect to its capital stock, or declare or set aside any dividend or distribution, the payment date for which is after the Closing Date or that would render any Subsidiary insolvent, leave it with unreasonably small capital or otherwise not be permitted by applicable law or contractual obligations; (o) enter into or adopt a plan or agreement of this Agreementrecapitalization, Purchaser shall not have the rightreorganization, directly merger or indirectly, to control consolidation or direct the operations adopt a plan of complete or partial liquidation or dissolution; (p) enter into or amend (i) any agreement with any director or executive officer of any Seller or any of the Acquired Companies its Affiliates or (ii) any agreement that is, or if entered into prior to the Effective Time. During the Interim Perioddate hereof would have been, Seller and the Acquired Companies shall grant Purchaser, upon reasonable notice required to Seller, reasonable access be disclosed pursuant to Section 3.12(a); or (q) agree or commit to do any employee of the Acquired Companies for either in-person, phone or video meetings during normal business hoursforegoing.

Conduct of the Companies. (a) From the date hereof until the Effective Time Closing Date, the Companies and the Subsidiaries shall conduct their operations only in the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or until omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the earlier termination time of this Agreement (the “Interim Period”), Seller shall notsuch occurrence or omission, and shall cause confer on a regular and frequent basis with representatives of the Acquired Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies not toand the Subsidiaries. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, neither the Companies nor any Subsidiary shall: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any Company Securities or any Subsidiary Securities; (b) purchase or redeem or otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01; (d) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into a letter of intent (whether or agree to enter into) any transaction not binding), an agreement in principle or an agreement with respect to any merger, consolidation or business combination (other than the Purchased Securities, except as contemplated by this Agreement (including, without limitation, Section 6.2(c)) or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. During the Interim Period, except as otherwise transaction contemplated by this Agreement), set forth on Schedule 6.1(a) any acquisition of assets or consented to securities, any disposition of assets or securities, or any change in writing by Purchaserthe capitalization of either Company or any Subsidiary, Seller shall, and shall cause the Acquired Companies to: (i) conduct the Business or an entry into a material contract other than in the ordinary course of business; (ii) use commercially reasonable efforts to preserve intact the Business and to keep available the services business or any amendment or modification of the Transferred Employees (as defined below), provided, that Seller and its Affiliates shall have no obligation to pay any Transferred Employee any stay or retention bonus or similar payment; and (iii) use commercially reasonable efforts to preserve the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents of the Business.contract rights; (be) Without limiting the foregoing, during the Interim Period, the Acquired Companies will not take any action which would make any representation or omit to take warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any action that wouldagreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if such action or omission occurred between December 31, 2020 and entered into prior to the date hereof, constitute a breach of the representations and warranties contained in Section 4.5.would be required to be listed on Schedule 4.12; (cg) Notwithstanding enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the foregoing or any other provision execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, Purchaser shall not have (ii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the rightbenefit of any directors, directly officers or indirectly, employees; or (i) agree in writing or otherwise to control or direct the operations of Seller or take any of the Acquired Companies prior to the Effective Time. During the Interim Period, Seller and the Acquired Companies shall grant Purchaser, upon reasonable notice to Seller, reasonable access to any employee of the Acquired Companies for either in-person, phone or video meetings during normal business hoursforegoing actions.