Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except with From the prior written consent date of Parent (which consent shall not be unreasonably withheldthis Agreement until the Effective Time, conditioned or delayed), except as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by Applicable Law, from the date hereof until the Effective Timeapplicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course and, to the extent consistent with past practicesthe foregoing, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to (i) preserve intact its business organizations organization and (ii) maintain generally its business relationships with Third Parties its customers, lenders, suppliers and keep available others having business relationships with it; provided, that no action by the services Company or its Subsidiaries with respect to matters specifically addressed in the subclauses of its present officers and key employeesthe next sentence shall be deemed a breach of this sentence unless such action would constitute a breach of such subclauses. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or Agreement, as set forth in Section 6.01 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date hereof until the Closing, except (w) as required by Applicable Law, (x) as expressly contemplated by this Agreement (including, for the avoidance of doubt, any actions required in connection with the Parent Restructuring), (y) as set forth in Section 6.01 of the Company Disclosure Letter or (z) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) use its commercially reasonable efforts to conduct its business in the ordinary course consistent with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) practice and (iii) use its commercially reasonable efforts to (i) preserve intact and maintain its present business organizations and relationships (ii) maintain and preserve all goodwill associated with Third Parties its business, affairs and keep available the services of properties, its present officers reputation and key employeesits brand value. Without limiting the generality of the foregoing, from the date hereof until the Closing, except (w) as required by Applicable Law, (x) as expressly contemplated by this Agreement (including, for the avoidance of doubt, any actions required in connection with the Parent Restructuring), (y) as set forth in Section 6.01 of the Company Disclosure Letter or (z) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except with From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as required by the terms of any Material Contract set forth on Section 4.19(a) of the Company Disclosure Schedule, as required by Applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, without the prior written consent of Parent (which consent shall not be unreasonably withhelddelayed, conditioned or delayedwithheld), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practicespractice and, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to havethe extent consistent therewith, individually or in the aggregate, a Company Material Adverse Effect) and (iii) shall use its commercially reasonable efforts to (i) preserve intact its present business organizations organization, (ii) maintain in effect all of its foreign, federal, state and relationships with Third Parties local licenses, permits, approvals and authorizations from or by any Governmental Authority, (iii) keep available the services of its present current officers and key employeesemployees and (iv) maintain existing relationships with customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except with as expressly contemplated by this Agreement, as required by the terms of any Material Contract set forth on Section 4.19(a) of the Company Disclosure Schedule, as required by Applicable Law, as set forth in Section 6.01 of the Company Disclosure Schedule or for intercompany transactions between or among the Company and any of its wholly owned Subsidiaries, without the prior written consent of Parent (which consent shall not be unreasonably withhelddelayed, conditioned or delayedwithheld), as contemplated by this Agreement or set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except with for matters set forth in Section 6.1 of the Disclosure Letter or as otherwise specifically provided in this Agreement, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct carry on its business in the ordinary and usual course consistent with past practicesof business and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) conduct maintain in effect all material Federal, state and local Permits that are required for the Company or any of its business in material compliance with all Applicable Laws (except where such failure Subsidiaries to be in compliance would not reasonably be expected to havecarry on its business, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and keep available the services of its present officers employees and key consultants (as a group) and (iv) preserve its present material relationships with its employees, consultants, customers, lenders, suppliers, licensors, licensees, landlords and others having significant business relationships with it. Without limiting the generality of the foregoing, and except with for matters set forth in Section 6.1 of the Disclosure Letter or as otherwise specifically provided in this Agreement, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of from the Company Disclosure Letterdate hereof to the Effective Time, the Company shall not, nor and shall it not permit its Subsidiaries to (except for transactions solely between the Company and any of its wholly owned Subsidiaries to:or among its wholly owned Subsidiaries):

Conduct of the Company. Except for matters set forth in Section 6.01 of the Company Disclosure Schedule, as contemplated by this Agreement, as required by Applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practicespractice and use its reasonable best efforts to (i) preserve intact its present business organization, assets and goodwill, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and keep available the services of its present directors, officers and key employeesemployees and (iii) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, officers, employees and others having material business relationships with it. Without limiting the generality Except for matters set forth in Section 6.01 of the foregoingCompany Disclosure Schedule, except as contemplated by this Agreement, as required by Applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of from the Company Disclosure Letterdate hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except (a) During the period commencing on the date of this Agreement and ending on the earlier of the termination of this Agreement in accordance with Article 7 and the Effective Time (the “Pre-Closing Period”), except for matters (w) set forth in Section 5.01 of the Company Disclosure Letter, (x) required by Applicable Law or by Specified Contracts in effect on the date of this Agreement and Made Available to BRF, (y) expressly required or permitted by this Agreement or (z) undertaken with the prior written consent of Parent BRF (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its the Company Subsidiaries to, (i) conduct its business in the ordinary course of business consistent in all material respects with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) practice and (iii) use its respective commercially reasonable efforts to (i) preserve intact the material aspects of its business organizations and relationships with Third Parties Parties, and (ii) keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 employees of the Company Disclosure Letterand its Subsidiaries; provided, however, that no action permitted to be taken by the Company or any Company Subsidiary under clauses (i) through (xxii) of Section 5.01(b) without BRF’s consent shall not, nor shall it permit any be deemed a breach of its Subsidiaries to:the preceding sentence unless such action would constitute a breach of such specific provision.

Conduct of the Company. Except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement, (y) as set forth in Section ‎Section 6.01 of the Company Disclosure Letter Schedule or (z) as required by Applicable LawLaw or any COVID-19 Measures, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable best efforts to preserve intact its business organizations and maintain existing relationships with Third Parties third parties, including Governmental Authorities, customers, suppliers, distributors, creditors, employees and business associates, and to keep available the services of its and its Subsidiaries’ present officers and key employees. Without limiting the generality of of, and in furtherance of, the foregoing, except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement or Agreement, (y) as set forth in Section ‎Section 6.01 of the Company Disclosure LetterSchedule or (z) as required by Applicable Law or any COVID-19 Measures, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date hereof until the Closing Date, except (i) as required by Applicable Law (including, for the avoidance of doubt, as reasonably required or reasonably advisable in order to comply with any antitrust laws), (ii) as otherwise expressly provided in this Agreement (including but not limited to the actions set forth in Schedule 6.01 and Section 8.01) or (iii) with the prior written consent of Parent Buyer (which consent consent, other than with respect to the settlement of the Arbitration other than as set forth in Schedule 6.01, shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (ix) conduct its business the Business in the ordinary course consistent with past practicespractice in all material respects (and shall comply with the terms of the Settlement and License Agreements, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in including the aggregate, a Company Material Adverse Effectpayment obligations contained therein) and (iiiy) use its commercially reasonable efforts to preserve intact its business organizations and the Business’s material relationships with Third Parties third parties and to keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (i) as required by Applicable Law, (ii) as otherwise expressly provided in this Agreement (including but not limited to the actions set forth in Schedule 6.01 and Section 8.01) or (iii) with the prior written consent of Parent Buyer (which consent consent, other than with respect to the settlement of the Arbitration other than as set forth in Schedule 6.01, shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor and shall it not permit any of its Subsidiaries the Group Companies to:

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from From the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule or as required by Applicable Law, or unless Parent shall otherwise consent in writing, conduct its business in the ordinary course consistent with past practice (including with respect to receivables collection and payables payment policies and practices) and, (ii) conduct its business to the extent consistent with and not in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to haveviolation of any other provisions of this Section 6.01, individually or in the aggregate, a Company Material Adverse Effect) and (iii) shall use its commercially reasonable efforts to (i) preserve substantially intact its present business organizations organization, (ii) maintain in effect all of its foreign, federal, state and relationships with Third Parties and local Permits, (iii) keep available the services of its present directors, officers and key employeesemployees and (iv) subject to the right of contract parties to exercise applicable rights, maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. In addition, from the date hereof until the Effective Time, the Company will provide Parent with reasonable updates regarding communications with its customers regarding contract status, renewals and terminations unless such communication would violate an existing confidentiality provision in any written agreement between the Company and such customer. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except with as expressly contemplated by this Agreement, set forth in Section 6.01 of the prior written Company Disclosure Schedule or to the extent Parent shall otherwise consent of Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except for matters set forth in Section 7.01 of the Company Disclosure Schedule, as expressly contemplated by this Agreement, as required by Applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective TimeTime or the date of termination of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business only in the ordinary course consistent with past practices, (ii) conduct its business practice and in material compliance with all Applicable Laws Laws; (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iiiii) use its commercially reasonable efforts to (x) preserve intact its business organizations and its relationships with Third Parties and third parties, (y) keep available the services of its present directors, officers and key employeesemployees and maintain its relationships and goodwill with its customers, lenders, suppliers and other Persons having material business relationships with it and (z) keep in full force and effect all appropriate insurance policies covering all of its material assets. Without limiting the generality of the foregoing, except for matters set forth in Section 7.01 of the Company Disclosure Schedule, as contemplated by this Agreement, as required by Applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement or set forth in Section 6.01 of from the Company Disclosure Letterdate hereof until the Effective Time, the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. Except for matters expressly permitted or contemplated by this Agreement or as set forth on Section 6.01 of the Company Disclosure Schedule, except as required by Applicable Law or except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable LawParent, from the date hereof of this Agreement until the earlier of the Effective TimeTime or the date this Agreement is terminated in accordance with Article 8 hereof, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course course, consistent with past practicespractice, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to (i) preserve intact its Intellectual Property, business organizations organization and relationships with Third Parties and material assets, (ii) keep available the services of its present directors, officers and key employees, (iii) maintain in effect all of its Governmental Authorizations and (iv) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with the Company. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned for matters expressly permitted or delayed), as contemplated by this Agreement or as set forth in on Section 6.01 of the Company Disclosure LetterSchedule, except as required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated in accordance with Article 8 hereof, the Company shall not, nor shall it permit any of its Subsidiaries to:, do any of the following without the prior written consent of Parent (such consent shall not in the case of clauses (e), (g), (m) and (n) be unreasonably withheld, delayed or conditioned):

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or as contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Letter Schedule or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practicespractice (including, (ii) conduct without limitation, the implementation of its business cost-cutting program as in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in effect on the aggregate, a Company Material Adverse Effectdate hereof) and (iii) use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties, including Governmental Authorities with jurisdiction over the Company’s operations, customers, suppliers, licensors, licensees and other Third Parties and to keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), ) or as expressly contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure LetterSchedule or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter or as required by Applicable Law, from the date hereof until the Effective Time, (A) the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course consistent with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and to keep available the services of its present officers and key employees, and (B) the Company shall not, and shall cause each of its Subsidiaries not to, take any action that may reasonably be expected to result in any of the conditions to the Merger set forth in Section 9.01 or Section 9.02 to not be satisfied. Without limiting the generality of the foregoing, except (x) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (y) as expressly contemplated by this Agreement or (z) set forth in Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement, (y) as set forth in Section 6.01 of the Company Disclosure Letter Schedule or (z) as required by Applicable LawLaw or any COVID-19 Measures, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practices, (ii) conduct its business in material compliance with all Applicable Laws (except where such failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and (iii) use its commercially reasonable best efforts to preserve intact its business organizations and maintain existing relationships with Third Parties third parties, including Governmental Authorities, customers, suppliers, distributors, creditors, employees and business associates, and to keep available the services of its and its Subsidiaries’ present officers and key employees. Without limiting the generality of of, and in furtherance of, the foregoing, except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement or Agreement, (y) as set forth in Section 6.01 of the Company Disclosure LetterSchedule or (z) as required by Applicable Law or any COVID-19 Measures, the Company shall not, nor shall it permit any of its Subsidiaries to: