Common use of Operation of Company’s Business Clause in Contracts

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies conducts its business and operations (A) in the Ordinary Course of Business, and (B) in material compliance with all applicable Laws and the requirements of all Company Contracts that constitute Material Contracts, (ii) Company shall use its Reasonable Efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and (iii) without the prior written consent of Parent, which shall not be unreasonably withheld, (A) Company shall not, and shall cause each of the other Acquired Companies not to, take any affirmative action, or fail to take any reasonable action within its control, which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (C) Company shall promptly notify Parent of (1) any written notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions and (2) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (D) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 and (E) Company shall not grant any Company Options or restricted stock awards under the Company Stock Option Plan.

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth provided in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies conducts its business and operations (A) in the Ordinary Course of Business, Business and in accordance with past practices and (B) in material compliance with all applicable Laws and the requirements of all material Company Contracts that constitute Material Contracts, ; (ii) Company shall use its Reasonable Efforts reasonable best efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current directors, officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and Companies; (iii) without the prior written consent of Parent, which Company shall not be unreasonably withheld, (A) Company shall not, and shall cause each not permit any of the other Acquired Companies not toto take, take without the prior Consent of Parent, any affirmative action, or fail to take any reasonable action within its control, as a result of which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), 2.7 would be likely to occur; (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (Civ) Company shall promptly notify Parent of (1A) any written notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions Transactions, and (2B) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, ; (Dv) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 133; (vi) Company shall (to the extent requested by Parent) cause its officers to report regularly to Parent concerning the status of Company's business; and (Evii) Company shall not grant any Company Options options to purchase or restricted stock awards under the Company Stock Option Planotherwise acquire Options.

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies Corporations conducts its business and operations (A) in the Ordinary Course of Business, ordinary course and in accordance with past practices and (B) in material compliance with all applicable Laws Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts, ; (ii) Company shall use its Reasonable Efforts all reasonable efforts to ensure that each of the Acquired Companies Corporations preserves intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and Corporations; (iii) without the prior written consent of Parent, which shall not be unreasonably withheld, (A) Company shall not, and shall cause each of the other Acquired Companies not to, take any affirmative action, or fail to take any reasonable action within its control, which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, 2.19; (Civ) Company shall promptly notify Parent of provide all notices, assurances and support required by any Acquired Corporation Contract relating to any Acquired Corporation Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs which could result in, or could increase the likelihood of, (1A) any written notice transfer or other communication in writing disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any Person alleging that escrow of any Acquired Corporation Source Code which has been deposited or is required to be deposited in escrow under the Consent terms of such Person is or may be required in connection with the Contemplated Transactions Acquired Corporation Contract; and (2) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (Dv) Company shall not enter into any Contract providing for a hedging or derivative transaction (to the extent requested by Parent) cause its officers and the officers of a nature described in Financial Accounting Standards Board Release No. 133 and (E) Company shall not grant any Company Options or restricted stock awards under its Subsidiaries to report regularly to Parent concerning the Company Stock Option Planstatus of Company's business.