Common use of Operation of the Acquired Corporations’ Business Clause in Contracts

Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A) as expressly required under this Agreement or as expressly required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Corporation conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any written notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Corporation that relates to the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Company’s current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.

Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A1) as expressly required under by this Agreement or as expressly required by applicable Legal Requirements, (B2) with the written consent of Parent, which Parent (unless the Company reasonably believes that obtaining such consent shall not be unreasonably withheld, delayed or conditioned would violate any Antitrust Law) or (C3) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall, and shall ensure that cause each Acquired Corporation conducts in all material respects to, conduct its business and operations in the ordinary course Ordinary Course of Business and (ii) the Company shall promptly notify Parent of (A) any written knowledge of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving the any Acquired Corporation that relates to the consummation of the Transactions. The Company shall, acting in the ordinary course Ordinary Course of businessBusiness, use commercially reasonable efforts to preserve intact the material components of the Company’s Acquired Corporations’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all Governmental Bodies, material suppliers, material customers, Governmental Bodies and other material business relations, and use commercially reasonable efforts to operate the business consistent with the Company’s publicly announced cash preservation strategy; provided, however, that the Company Acquired Corporations shall be under no obligation to to, and shall not without the prior written approval of Parent, put in place any new severance or retention programs or similar arrangements or include additional personnel in existing severance or retention programsprograms or similar arrangements.

Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (Ax) as required or otherwise expressly required contemplated under this Agreement or as expressly required by to comply with applicable Legal Requirements, (By) with the written consent of Parent, which consent shall may not be unreasonably withheld, delayed or conditioned conditioned, or (Cz) as set forth in Part 5.2 4.2 of the Company Disclosure Schedule, the Company shall ensure that the each Acquired Corporation conducts in all material respects its business and operations in the ordinary course (provided, however, that no action that is specifically permitted by any of clauses (b)(i) through (b)(xviii) of Section 4.2 shall be deemed a breach of this clause “(a)”); and (ii) the Company shall promptly notify Parent of (A) any written knowledge of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving the any Acquired Corporation that relates to the consummation of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Company’s its current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Company Acquired Corporations shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.

Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (Ax) as expressly required or otherwise contemplated under this Agreement or as expressly required by applicable Legal Requirements, (By) with the written consent of ParentParent (unless the Company reasonably believes that obtaining such consent may violate Antitrust Law), which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that the each Acquired Corporation conducts in all material respects its business and operations in the ordinary course course; and (ii) the Company shall promptly notify Parent of (A) any written knowledge of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving the any Acquired Corporation that relates to the consummation of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Company’s Acquired Corporations’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Company Acquired Corporations shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.

Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (Ax) as expressly required or otherwise contemplated under this Agreement or as expressly required by applicable Legal Requirements, (By) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or delayed (Cunless the Company reasonably believes that obtaining such consent may violate Antitrust Law) or (z) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that the Company and each Acquired Corporation of its Subsidiaries conducts in all material respects its business and operations in the ordinary course consistent with past practice; and (ii) the Company shall promptly notify Parent of (A) any written knowledge of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving the any Acquired Corporation that relates to the consummation of the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Company’s Acquired Corporations’ current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and all significant suppliers, customers, licensors, licensees, distributors and lessors and other material significant business relations; provided, however, that the Company Acquired Corporations shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.