Covenants of Company Regarding the Conduct of Business. The Company covenants and agrees that, prior to the Effective Date, unless (1) Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed, and in any event Parent will respond within five Business Days of any written request for consent), (2) as otherwise expressly contemplated or permitted by this Agreement or the Company Disclosure Letter, or (3) required by applicable Law:
Covenants of Company Regarding the Conduct of Business. (1) Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, subject to the terms of this Section 5.1, it will conduct it business and will cause Company Subsidiaries to conduct their business in the ordinary course of business and in compliance with applicable Laws, and will use commercially reasonable efforts to preserve intact its present business organization and goodwill and assets, to keep available the services of its employees as a group, and to maintain satisfactory relationships with suppliers, employees and others having business relationships with Company and Company Subsidiaries, and, subject to applicable Laws, except with the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed or as otherwise (i) expressly required or permitted by this Agreement, (ii) required by applicable Laws or any Governmental Entity, or (iii) as expressly contemplated in Section 5.1 of the Disclosure Letter, Company will, and will cause each of the Company Subsidiaries not to, directly or indirectly:
Covenants of Company Regarding the Conduct of Business. Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or as otherwise expressly contemplated by this Agreement or disclosed in Section 5.1 of the Disclosure Letter, or as required by applicable Laws or any Governmental Entity or as consented to by Acquiror in writing (which consent shall not be unreasonably withheld or delayed), Company shall, and shall cause each of its subsidiaries to conduct its business in the ordinary course of business consistent in all material respects with past practice, and use commercially reasonable efforts to maintain and preserve their business organization, assets, goodwill and business relationships and keep available the services of its respective officers and employees as a group. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or as otherwise expressly contemplated by this Agreement or disclosed in Section 5.1 of the Disclosure Letter, or as required by applicable Laws or any Governmental Entity (in each case other than as a result of any particular action undertaken by Company or any of its affiliates after the date hereof or in relation to this Agreement, the Plan of Arrangement or the transactions contemplated hereby or thereby), Company shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Acquiror (such consent not to be unreasonably withheld or delayed):
