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

Conduct Prior to the Effective Time. 4.1 Conduct of Business of Target and Acquiror. During the period ------------------------------------------ from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of Target and Acquiror agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organi zations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, it being the parties' intent that Target's and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Each of Target and Acquiror agrees to use its best efforts to promptly notify the other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which would have a Material Adverse Effect. Without limiting the foregoing, except as expressly contem plated by this Agreement, neither Target nor Acquiror shall do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of Target and Acquiror. During the period ------------------------------------------ from the ------------------------------------------ date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of Target and Acquiror agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries . Target further agrees to pay debts and Taxes when due subject (i) to good faith disputes over such debts or taxesTaxes and (ii) to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organi zationsorganizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or to the end that its subsidiaries, it being the parties' intent that Target's and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Each of Target and Acquiror agrees to use its best efforts to promptly notify the other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which would could have a Material Adverse Effect. Without limiting Each of Target and Acquiror agrees not to take any action which would interfere with Acquiror's ability to account for the foregoing, except Merger as expressly contem plated by this Agreement, neither Target nor Acquiror shall do, cause or permit any a pooling of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other:interests.

Conduct Prior to the Effective Time. 4.1 Conduct of Business of Target and Acquiror. During the period ------------------------------------------ from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of Target and Acquiror agrees each agree (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Each of Target and Acquiror further agrees to (i) pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxesTaxes, (ii) subject to the other's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due, and (iii) to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organi zationsorganizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, it being to the parties' intent end that Target's its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Each of Target and Acquiror agrees to use its best efforts agree to promptly notify the other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which would could have a Material Adverse EffectEffect on it. Without limiting the foregoing, except as expressly contem plated contemplated by this Agreement, neither Target nor Acquiror shall do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the other:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of Target and Acquiror. During the period ------------------------------------------ from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of Target and Acquiror agrees each agree (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Target further agrees to (i) pay and to cause its subsidiaries to pay debts and Taxes when due due, subject to good faith disputes over such debts or taxes, to pay or perform other obligations when dueTaxes, and (ii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organi zationsorganizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, it being to the parties' intent end that Target's its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective TimeTime in all material respects. Each of Target and Acquiror agrees to use its best efforts each agree to promptly notify the each other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which would that could have a Material Adverse EffectEffect on Target and Acquiror, respectively. Without limiting the foregoing, except as expressly contem plated contemplated by this Agreement, neither Target nor Acquiror shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of the otherAcquiror: