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 and the Effective Time, the Company agrees to conduct its business, except to the extent that Parent shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and material Taxes of the Company and its subsidiaries when due, other than those Taxes that are being contested in good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, use commercially reasonable efforts to keep available the services of the present officers and key employees of the Company and its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company 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 or any of its subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Effective Time. In addition to the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, and shall cause the subsidiaries of the Company not to, without the prior consent of Parent, from and after the date of this Agreement:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business of the Companyby Company and Century. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Effective TimeClosing, the Company agrees to conduct its businessCompanies and Century 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 practices, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), to pay the its debts and material Taxes of the Company and its subsidiaries taxes when due, other than those Taxes that are being contested in due subject to good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below)disputes over such debts or taxes, to pay or perform other material obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of the its present officers officers, managers and key employees of the Company employees, and (iii) preserve its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings with themdealings. In addition, all with except as permitted or required by the goal terms of preserving unimpaired this Agreement or set forth on the goodwill and ongoing businesses Schedule 5.1 hereto, without the prior written consent of the Company 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 or any of its subsidiaries that arises other party, 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 Effective Time. In addition to the foregoingClosing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 none of the Disclosure Schedule, the Company Companies or Century shall not, and shall cause the subsidiaries do any of the Company not to, without the prior consent of Parent, from and after the date of this Agreementfollowing:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business of the Companyby Company and Marine. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Effective TimeClosing, the Company agrees to conduct its businessand Marine 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 practices, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), to pay the its debts and material Taxes of the Company and its subsidiaries taxes when due, other than those Taxes that are being contested in due subject to good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below)disputes over such debts or taxes, to pay or perform other material obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of the its present officers officers, managers and key employees of the Company employees, and (iii) preserve its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings with themdealings. In addition, all with except as permitted or required by the goal terms of preserving unimpaired this Agreement or set forth on the goodwill and ongoing businesses Schedule 5.1 hereto, without the prior written consent of the Company 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 or any of its subsidiaries that arises other party, 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 Effective Time. In addition to Closing, each of Company and Marine shall not do any of the foregoingfollowing: (a) Waive any stock repurchase rights, accelerate, amend or (except as expressly contemplated by this Agreement specifically provided for herein) change the period of exercisability of options or required by applicable Lawrestricted stock, and except as expressly set forth or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in Section 4.1 exchange for any options granted under any of the Disclosure Schedule, the Company shall not, and shall cause the subsidiaries of the Company not to, without the prior consent of Parent, from and after the date of this Agreement:such plans;

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business of the Companyby Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and NYPG. 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 Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and the Effective Time, the Company agrees to conduct its businessNYPG 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 5.1, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conductedconducted and in compliance with all Applicable Laws and regulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect), to pay the its debts and material Taxes of the Company and its subsidiaries taxes when due, other than those Taxes that are being contested in due subject to good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below)disputes over such debts or taxes, to pay or perform other material obligations when due, and, to the extent and use its commercially reasonable best efforts consistent with such business, past practices and policies to (i) preserve substantially intact the its present business organizations of the Companyorganization, use commercially reasonable efforts to (ii) keep available the services of the its present key officers and key employees of the Company and (iii) preserve its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings with themdealings. In addition, all with except as required or permitted by the goal terms of preserving unimpaired this Agreement and except as set forth in Schedule 5.1, without the goodwill and ongoing businesses prior written consent of the Company at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency other party, which cannot in the ordinary course of business of the Company and any material event involving the Company or any of its subsidiaries that arises be unreasonably withheld, 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 Effective Time. In addition to the foregoingClosing, except as expressly contemplated by this Agreement or required by applicable Laweach of Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and except as expressly set forth in Section 4.1 NYPG shall not do any of the Disclosure Schedule, the Company shall not, and shall cause the subsidiaries of the Company not to, without the prior consent of Parent, from and after the date of this Agreementfollowing:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyCONDUCT OF BUSINESS BY COMPANY, PARENT AND MERGER SUB. 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, Parent and the Effective Time, the Company agrees to conduct its businessMerger Sub shall, except in connection with Permitted Acquisitions (as defined in Section 4.2) or Permitted Financings or to the extent that Parent the other parties shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), to pay the its debts and material Taxes of the Company and its subsidiaries taxes when due, other than those Taxes that are being contested in due subject to good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below)disputes over such debts or taxes, to pay or perform other material obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of the its present officers and key employees of the Company and (iii) preserve its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings dealings. In addition, except in connection with themPermitted Acquisitions (as defined in Section 4.2) or Permitted Financings or as otherwise required or permitted by the terms of this Agreement, all with without the goal of preserving unimpaired the goodwill and ongoing businesses prior written consent of the Company at the Effective Time. The Company shall promptly notify Parent of any event other parties, not to be unreasonably withheld or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company or any of its subsidiaries that arises delayed, 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 Effective Time. In addition to the foregoingClosing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 each of the Disclosure ScheduleCompany, the Company Parent and Merger Sub shall not, and shall cause the subsidiaries not do any of the Company not to, without the prior consent of Parent, from and after the date of this Agreementfollowing:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of by the Company, Parent and Merger Sub. 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 Effective TimeClosing, each of the Company, the Company agrees to conduct its businessCompany’s Subsidiaries, Parent and Merger Sub shall, except to the extent that Parent (in the case of a request by the Company or the Company’s Subsidiaries) or the Company (in the case of a request by Parent or Merger Sub) shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted, to pay the debts conducted and material Taxes of the Company in compliance with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1 hereto) and use its subsidiaries when due, other than those Taxes that are being contested in good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, use commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of the its present key officers and employees and (iii) preserve its relationships with key employees of the Company and its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings with themdealings. In addition, all with except as required or permitted by the goal terms of preserving unimpaired this Agreement or as set forth in Schedule 4.1 hereto, without the goodwill and ongoing businesses prior written consent of the Company at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not (in the ordinary course case of business of the Company and any material event involving a request by the Company or any the Company’s Subsidiaries) or the Company (in the case of its subsidiaries that arises a request by Parent or Merger Sub) (which consent shall not be unreasonably withheld, conditioned or delayed), 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 Effective Time. In addition to the foregoingClosing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, and shall cause the subsidiaries each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Sub shall not to, without do any of the prior consent of Parent, from and after the date of this Agreementfollowing: