Common use of Conduct of the Company and Pubco Clause in Contracts

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course Ordinary Course of businessBusiness, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which in excess of $10,000, unless such encumbrance will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, value or in the ordinary course Ordinary Course of businessBusiness, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change Material Adverse Change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writingwriting by Pubco: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their its business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective TimeClosing Date, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance Lien upon any of their respective assets or which will not be discharged in full prior to the Effective TimeClosing Date; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective TimeClosing Date; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course Ordinary Course of businessBusiness, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which in excess of $25,000, unless such encumbrance will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, value or in the ordinary course Ordinary Course of businessBusiness, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change Material Adverse Change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Existing Company Entities and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) a. engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time; (b) b. sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) c. fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time; (d) d. except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (e) e. make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

Conduct of the Company and Pubco. From the date of this Agreement and until the Effective TimeClosing Date, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance security interest upon any of their respective assets or which will not be discharged in full prior to the Effective TimeClosing Date; (b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice; (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective TimeClosing Date; (d) issue any shares of capital stock of Pubco; (e) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or (ef) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.