Common use of Conduct Prior to the Effective Time Clause in Contracts

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Timedealings. In addition, during that period the Company will use reasonable efforts to promptly notify Parent of any material event involving its the Company's business or operations consistent with operations, to the agreements contained hereinextent that the Company has knowledge of any such material event. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, provided in Article 4 of the Transaction Option Agreement or the Stockholders' AgreementCompany Schedules, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by of the Company. 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 Effective Time, the Company and each of its subsidiaries shall, agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulationssubstantially the same manner as heretofore conducted, to pay its debts and Taxes taxes when due, due subject (i) to good faith disputes over such debts or Taxestaxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicable, to pay or perform other material obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and use its reasonable best efforts policies to (i) preserve intact its the Company's present business organizationorganizations, (ii) keep available the services of its present officers and key employees and (iii) preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has having business dealings so with it, to the end that no Material Adverse Effect the Company's goodwill and ongoing businesses shall have occurred be unimpaired at or prior to the Effective Time. In addition, during that period the The Company will shall promptly notify Parent of any material event involving its or occurrence not in the ordinary course of business or operations consistent with of the agreements contained hereinCompany which could have a Material Adverse Effect on the Company. In addition, except Except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as expressly contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' AgreementCompany shall not, without the prior written consent of Parent 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the followingParent:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Eneco. 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 Effective TimeClosing, each of the Company and each of its subsidiaries Eneco shall, except to the extent that Parent the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as required or permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent the other party, 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 Effective TimeClosing, each of the Company and Eneco shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Parent. 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 Effective TimeClosing, the Company and each of its subsidiaries the Company, Parent and Merger Sub shall, except to the extent that Parent the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as required or permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreementset forth in Schedule 4.1 hereto, without the prior written consent of Parent the other party, 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 Effective TimeClosing, each of the Company Company, Parent and Merger Sub shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by of the CompanyCompany and its Subsidiaries. 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 and the Effective Time, the Company and each of agrees (unless otherwise required by this Agreement or Parent has given its subsidiaries shall, except to the extent that Parent shall otherwise prior consent in writing, ) to carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulationspractice, to pay its debts Liabilities and Taxes consistent with the Company's past practices, to pay or perform other obligations when duedue consistent with the Company's past practices, subject to any good faith disputes over such debts or TaxesLiabilities, pay or perform Taxes and other material obligations when dueand, to the extent consistent with such business, to use reasonable efforts and use its reasonable best efforts institute all policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) key employees, preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, independent contractors and others with which it has other Persons having business dealings so that no Material Adverse Effect shall have occurred with it and to cause its Subsidiaries to do the same, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except Except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as expressly contemplated by this Agreement, neither the Transaction Option Agreement or the Stockholders' AgreementCompany nor any of its Subsidiaries shall, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant Parent, take, or agree in writing or otherwise to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the followingtake:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Parent. 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 Effective TimeClosing, the Company and each of its subsidiaries the Company, Merger Sub, Parent and their respective Subsidiaries shall, except to the extent that Parent the other party shall otherwise consent in writingwriting or as contemplated by this Agreement or as set forth in Schedule 4.1, carry on its business in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted required by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreementset forth in Schedule 4.1, without the prior written consent of Parent the other party, 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 Effective TimeClosing, each of the Company Company, Merger Sub, Parent and their respective Subsidiaries shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, and, except with respect to Discontinued Businesses, carry on its business in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as currently conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its all reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers officers, employees and employees contractors and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to dealings. Without limiting the Effective Time. In addition, during that period generality of the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreementforegoing, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:following (except as expressly specified in Section 4.1 of the Company's Disclosure Letter or as may be expressly contemplated by this Agreement):

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, provided in Article 4 of the Transaction Option Agreement or the Stockholders' AgreementCompany Schedules, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, provided in Article 4 of the Transaction Option Agreement or the Stockholders' AgreementCompany Schedules, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. 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 Effective Appointment Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Timedealings. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' AgreementAgreements, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' AgreementAgreements, without the prior written consent of Parent 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 Effective Appointment Time, except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not do any of the following and shall not permit any of its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxesdebts, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers officers, employees and employees contractors and (iii) preserve its relationships with customers, suppliers, licensors, licensees licensees, and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to dealings. Without limiting the Effective Time. In addition, during that period generality of the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreementforegoing, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:following (except as may be expressly contemplated or specifically permitted by this Agreement):

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Company. During Except as expressly permitted by this Section 4.1 or required by the terms of this Agreement, and except as provided in Section 4.1 of the Company Schedule, without the prior written consent of Parent, 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in the ordinary course consistent with past practice course, in substantially the same manner as previously conducted and in material compliance in all material respects with all applicable laws and regulations, pay its material debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as expressly permitted or contemplated by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, provided in Section 4.1 of the Transaction Option Agreement or the Stockholders' AgreementCompany Schedule, without the prior written consent of Parent Parent, 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 Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the CompanyCompany and Parent. 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent Purchaser shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) except after the terminations contemplated by Section 6.12, keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted by the terms of this Agreement, and the Transaction Option Agreement or the Stockholders' Agreementtransactions contemplated hereby, and except as contemplated by this Agreement, provided in Section 5.1 of the Transaction Option Agreement or the Stockholders' AgreementCompany Schedule, without the prior written consent of Parent Purchaser, 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 Effective Time, the Company shall not, and with respect to Section 5.1(a) below, Parent shall not do permit Company or any of the following and shall not permit its Company's subsidiaries to to, do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Parent. 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 Effective TimeClosing, the Company and each of its subsidiaries the Company, Parent and Merger Sub shall, except to the extent that Parent the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as required or permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent the other party, 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 Effective TimeClosing, each of the Company Company, Parent and Merger Sub shall not do any of the following and shall not permit its subsidiaries to do any of the following: