Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. 4.1 Conduct of Business by the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, each of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall, except (i) to the extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and use its commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) keep available the services of its present key officers and employees and (C) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, (i) without the prior written consent of Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not do any of the following:

Conduct Prior to the Closing. 4.1 5.1 Conduct of Business by of the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Closing, each Acquired Entity shall, and each Founder agrees to cause each Acquired Entity to, operate its business in the ordinary course of the Company, the Company’s Subsidiaries, Parent and Merger Subs shallbusiness consistent with past practices, except (i) to as specifically disclosed in Section 5.1 of the extent that Disclosure Schedule, (ii) with the prior written consent of Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (decision with respect to which consent shall will not be unreasonably withheld, conditioned withheld or delayed), (iiiii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right of Parent to review and timely approve any applicable Law (including as may be compelled by any Governmental Entity) Tax Returns in accordance with this Agreement), to use reasonable best efforts to pay or contractperform other obligations when due, (iii) and, to the extent in a good faith response consistent therewith, to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and use its commercially reasonable best efforts to (Aa) preserve substantially intact its the present business organizationorganizations of each Acquired Entity, (Bb) keep available the services of its the present key officers and employees Employees of each Acquired Entity, (c) preserve the assets and technology of each Acquired Entity and (Cd) preserve its the relationships of each Acquired Entity with key customers, suppliers, distributors, licensors, licensees, and others having business dealings with which it has significant business dealingsthem, all with the goal of preserving unimpaired the goodwill and ongoing businesses of each Acquired Entity at the Closing. In addition, (i) without the prior written consent The Company shall promptly notify Parent of Parent (in the case of a request by the Company) or any Material Adverse Effect involving the Company (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, that arises during the period from commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement pursuant to its terms or the Closing. Notwithstanding the foregoing, each except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not do any of the followingthis Agreement:

Conduct Prior to the Closing. 4.1 5.1 Conduct of Business by of the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Closing, each the Company agrees to conduct the business of Company and to cause its Subsidiaries to conduct the business of the Company, the Company’s Subsidiaries, Parent and Merger Subs shallother Acquired Companies, except (i) to the extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheldin accordance with Section 5.3 hereof, conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted conducted, to pay the debts and Taxes of the Acquired Companies when due (subject to Purchaser’s review and consent to the filing of any Tax Return, as set forth in compliance Section 5.1(e) below), to pay or perform other obligations when due, and, to the extent consistent with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and such business, to preserve intact the present business organizations of the Acquired Companies, to use its commercially reasonable efforts within the context of applicable Employment Law to (A) preserve substantially intact its present business organization, (B) keep available maintain the services of its present key officers Service Providers employed by the Acquired Companies as of the date hereof and employees at Closing and (C) preserve its the relationships of the Acquired Companies with key customers, suppliers, distributors, licensors, licensees, and others having business dealings with which it has significant them, all with the goal of preserving unimpaired the goodwill and ongoing business dealingsof the Acquired Companies at the Closing. In addition, (i) without the prior written consent The Company shall promptly notify Purchaser of Parent (any event or occurrence or emergency not in the case ordinary course of a request by business of the Company) or Acquired Companies and any material event involving the Company (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, Acquired Companies that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement pursuant to its terms or the Closing. Except as expressly contemplated by this Agreement, each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not do any and shall cause the other Acquired Companies to not, without the prior written consent of the followingPurchaser which consent shall not be unreasonably withheld in accordance with Section 5.3 hereof:

Conduct Prior to the Closing. 4.1 5.1 Conduct of Business by of the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, each of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall, except (i) to the extent that Parent (in the case of a request by the Company) or the Company agrees (in unless the case of a request by Parent Company is required to take such action pursuant to this Agreement or Merger Subs) Broadcom shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted practice and in compliance any event consistent with the Operating Plan provided prior to the date of this Agreement to Broadcom (any material deviations therefrom or material modifications to the Operating Plan shall be required to be approved in advance by Broadcom), to pay its Liabilities and Taxes consistent with the Company's past practices (and in any event when due), to pay or perform other obligations when due consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and use its commercially reasonable efforts and institute all policies required to (A) preserve substantially intact its present business organization, (B) keep available the services of its present key officers and key employees and (C) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, independent contractors and others other Persons having business dealings with which it has significant business dealingsit, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Closing. In additionExcept as expressly contemplated by this Agreement, (i) the Company shall not, without the prior written consent of Parent (Broadcom, take or agree in writing or otherwise to take, any action that would result in the case occurrence of a request by any of the Company) changes described in Section 2.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company (from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Broadcom's closing obligations in Section 7.1 or Section 7.3 not to be satisfied. Without limiting the case generality of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreementforegoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of except as set forth in the Company (on its behalf and on behalf of its Subsidiaries)Disclosure Schedule or as required or expressly permitted by this Agreement, Parent and Merger Subs the Company shall not do do, cause or permit any of the following, without the prior written consent of Broadcom: