Common use of COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER Clause in Contracts

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, conduct its businesses in the ordinary course and shall use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the current officers of the Company, and the other personnel identified on Schedule 4.1 of the Parent Disclosure Letter, and preserve its relationships with its key customers and suppliers and (2) without limiting the generality of the foregoing, prior to the Effective Time:

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, unreasonably delayed or unreasonably conditioned): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, (A) conduct its businesses in the ordinary course course, in substantially the same manner as heretofore conducted, and shall (B) use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the Company's current officers of the Company, and the other personnel identified on Schedule 4.1 of the Parent Disclosure Letterofficers, and preserve its relationships with its key customers customers, suppliers and suppliers other Persons with which it has significant business dealings and relations to the end that its goodwill, business and operations shall not be impaired in any material respect at the Effective Time, and (2) without limiting the generality of the foregoing, prior to the Effective Time:

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, unreasonably delayed or unreasonably conditioned): ): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, (A) conduct its businesses in the ordinary course course, in substantially the same manner as heretofore conducted, and shall (B) use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the Company's current officers of the Company, and the other personnel identified on Schedule 4.1 of the Parent Disclosure Letterofficers, and preserve its relationships with its key customers customers, suppliers and suppliers other Persons with which it has significant business dealings and relations to the end that its goodwill, business and operations shall not be impaired in any material respect at the Effective Time, and (2) without limiting the generality of the foregoing, prior to the Effective Time: