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

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, except to the extent that Parent shall otherwise consent in writing, to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use its reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company. Except as expressly contemplated by this Agreement or as set forth in Company Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, except to the extent that Parent shall otherwise consent in writing, to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use its reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company. Except as expressly contemplated required by this Agreement or as set forth in Section 4.1 of the Company Schedule 4.1Disclosure Schedule, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees, agrees (except to the extent that Parent shall otherwise consent in writing, ) to carry on the Company's its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the its debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use its all reasonable best efforts consistent with past practice and policies to preserve intact the Company's its present business organizationsorganization, keep available the services of the Company's its present officers and key employees and preserve the Company's its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company business, and any material event involving adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement Agreement, or as set forth disclosed in Company Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, agrees (except to the extent that Parent shall otherwise consent in writing), to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use its their reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company. Except as expressly contemplated by this Agreement or as set forth in Company Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business 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 agrees, and agrees to cause each of its Subsidiaries (in each case, except to the extent that Parent shall otherwise consent in writing, ) to carry on the Company's its business in 35 41 the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the its debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use its all reasonable best efforts consistent with past practice and policies to preserve intact the Company's its present business organizationsorganization, keep available the services of the Company's its present officers and key employees and preserve the Company's its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event involving or occurrence or emergency not in the ordinary course of business of adversely affecting the Company and any material event involving or its Subsidiaries. In addition, except as permitted by the Company. Except as expressly contemplated by terms of this Agreement or as set forth in Company Schedule 4.1, the Company shall notAgreement, without the prior written consent of Parent, which consent shall not be unreasonably withheld, 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, neither the Company nor its Subsidiaries shall do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, agrees (except to the extent that Parent shall otherwise consent in writing), to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use its their reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company. Except as expressly contemplated by this Agreement or as set forth in Company Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:Parent (which consent may be pursuant to electronic mail, and need not be signed):