Common use of Conduct of the Parent Business Clause in Contracts

Conduct of the Parent Business. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, Parent shall not, and shall not permit Merger Sub to, unless agreed to in writing by the Company: (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 its assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its 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 its present business organizations, keep available the services of its 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) intentionally permit any Material Adverse Effect to occur with respect to the Parent; (e) make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or (f) authorize any, or commit or agree to take any of, the foregoing actions.

Conduct of the Parent Business. From the date of this Agreement and until the Effective TimeClosing Date, or until the prior termination of this Agreement, Parent shall not, and shall not permit Merger Sub to, unless agreed to in writing by the Company: (a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien Lien or other encumbrance upon any of its assets or which will not be discharged in full prior to the Effective TimeClosing Date; (b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its 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 its present business organizations, keep available the services of its 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) intentionally permit any Material Adverse Effect to occur with respect to the Parent; (e) make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or (f) authorize any, or commit or agree to take any of, the foregoing actions.

Conduct of the Parent Business. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, Parent shall not, and shall not permit Merger Sub to, unless agreed to in writing by the Company: (a) engage in any transaction, except in the normal and ordinary course of business, transaction or create or suffer to exist any lien or other encumbrance upon any of its assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its 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 its present business organizations, keep available the services of its 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) intentionally permit any Material Adverse Effect to occur with respect to the ParentParent or Merger Sub; (e) make any material change with respect in to its accounting or bookkeeping methods, principles or practices, except as required by GAAP; (f) amend any of the Charter Documents; or (fg) authorize any, or commit or agree to take any of, the foregoing actions.

Conduct of the Parent Business. From the date of this Agreement and until the Effective TimeClosing Date, or until the prior termination of this Agreement, Parent shall not, and shall not permit Merger Sub to, unless agreed to in writing by the Company: (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 its assets or which will not be discharged in full prior to the Effective TimeClosing Date; (b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its 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 its present business organizations, keep available the services of its 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) intentionally permit any Material Adverse Effect to occur with respect to the Parent; (e) make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or (f) authorize any, or commit or agree to take any of, the foregoing actions.

Conduct of the Parent Business. From the date of this Agreement and until earlier of the Effective Time, Time or until the prior termination of this AgreementAgreement in accordance with its terms, Parent shall not, and shall not permit Merger Sub to, unless agreed consented to in writing by the CompanyCompany (which consent shall not be unreasonably withheld, delayed, denied, or conditioned), expressly contemplated by this Agreement, required by applicable Law, or as set forth on Schedule 6.2: (a) engage in any transaction, transaction except in the normal and ordinary course of business, or create or suffer to exist any material lien or other encumbrance upon any of its assets or which will not be discharged in full prior to the Effective Time; (b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than for fair value, in each case in the ordinary course of business, business and consistent with past practice; (c) fail to use reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and othersothers having business relationships with it, to the end that its good will and ongoing business will not be materially impaired prior to the Effective Time; (d) intentionally permit any Material Adverse Effect to occur with respect to the Parent; (e) make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or (f) authorize anyany of, or commit or agree to take any of, the foregoing actions.