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

Operation of the Company’s Business. During the Pre-Closing Period, except (w) as expressly required under this Agreement, (x) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall conduct, and shall ensure that each of the other Acquired Corporations conducts, its business and operations only in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (A) preserve intact the business organization and material assets of the Acquired Corporations, (B) keep available the services of the officers and employees of the Acquired Corporations, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with the Acquired Corporations. Without limiting the generality of the foregoing, during the Pre-Closing Period, except (1) as expressly required under this Agreement, (2) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall not and shall not permit any of the other Acquired Corporations to:

Operation of the Company’s Business. During the Pre-Closing PeriodExcept (i) as required by applicable Law or, except (wii) as expressly required under or permitted by this Agreement, or (xiii) with the prior written consent of as consented to in writing by Parent (which consent shall not to be unreasonably withheld, conditioned or delayed), (y) the Company covenants and agrees as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a) as to itself and its Subsidiaries that, from the date hereof until the earlier of the date Effective Time or the termination of this AgreementAgreement in accordance with Article VIII, the Company shall conduct, and shall ensure that each business of the other Acquired Corporations conducts, Company and its business and operations only Subsidiaries shall be conducted in the ordinary course consistent with past practice in all material respects and the Company and its Subsidiaries shall use commercially their respective reasonable efforts to (A) preserve their business organizations substantially intact the business organization and material assets of the Acquired Corporationsmaintain its existing relations and goodwill with Governmental Entities, (B) keep available the services of the officers and employees of the Acquired Corporations, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D) maintain satisfactory relationships with key customers, lenders, suppliers, licensors, licensees, distributors distributors, creditors, lessors, employees and others having other Persons with whom the Company or any Subsidiary of the Company has material business relationships with the Acquired Corporationsrelations. Without limiting the generality of of, and in furtherance of, the foregoing, during from the Pre-Closing Perioddate hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, except (1A) as otherwise expressly required under or permitted by this Agreement, Agreement or as required by Law; or (2B) with the prior written consent of as Parent may approve in advance in writing (which approval shall not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall will not and shall will not permit any of the other Acquired Corporations its Subsidiaries to, directly or indirectly:

Operation of the Company’s Business. During the Pre-Closing Interim Period, except except: (wi) as expressly required or otherwise contemplated under this Agreement, (xii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (yiii) as required by applicable Applicable Law or (ziv) as expressly set forth in Schedule 5.2(a) as of the date of this Agreement5.2, the Company shall conduct, and shall ensure that it and each of the other Acquired Corporations conducts, its Subsidiaries conducts its business and operations only in the ordinary course course, consistent with past practice and shall use its commercially reasonable efforts to to: (A) preserve intact the its business organization and material assets of the Acquired Corporationsassets, (B) keep available the services of the its officers and employees who are integral to the operation of the Acquired Corporationsbusiness as presently conducted, (C) maintain in effect all of the its Governmental Authorizations of the Acquired Corporations Authorizations, and (D) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with the Acquired CorporationsCompany. Without limiting the generality of the foregoing, during the Pre-Closing Interim Period, except except: (1) as expressly required or otherwise contemplated under this Agreement, (2) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this Agreement5.2, the Company shall not not, and shall not permit any of the other Acquired Corporations its Subsidiaries to:

Operation of the Company’s Business. During the Pre-Closing Period, except (w) as expressly required under this Agreement, (x) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly specifically set forth in Schedule Part 5.2(a) as of the date of this AgreementCompany Disclosure Schedule, the Company shall conduct, and shall ensure that cause each of the other Acquired Corporations conductsto conduct, its business and operations only in the ordinary course consistent with past practice of business in all material respects and shall use commercially reasonable efforts to (A) preserve intact the business organization and material assets of the Acquired Corporations, (B) keep available the services of the present officers and key employees of the Acquired Corporations, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (DC) maintain satisfactory relationships existing relations and goodwill with customers, lenders, suppliers, licensors, licensees, distributors licensees and others having material business relationships with the Acquired Corporationsdistributors. Without limiting the generality of the foregoing, during the Pre-Closing Period, except (1) as expressly specifically required under this Agreement, (2) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule Part 5.2(a) as of the date of this AgreementCompany Disclosure Schedule, the Company shall not and shall not permit any of the other Acquired Corporations to:

Operation of the Company’s Business. During The Company covenants and agrees that, during the Pre-Closing Periodperiod from the date hereof until the Effective Time, except as (wi) expressly contemplated or expressly permitted by this Agreement or any Buyer Group Contract (or as expressly required under this Agreement, (x) with would result naturally from the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayedtransactions contemplated thereby), (yii) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a) as Section 6.1 of the date of this AgreementCompany Disclosure Schedule, (iii) required by Law or regulation, (iv) expressly contemplated by the Debt Financing Documents, or (v) Holdings shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed or conditioned) (the foregoing clauses (i) through (v), collectively, the “Operational Exceptions”), the Company shall conductshall, and shall ensure that cause each of the other Acquired Corporations conductsCompany Subsidiary to, conduct its business and operations only in the ordinary course of business consistent with past practice practice, and shall use commercially its reasonable best efforts to (A) preserve substantially intact the business organization its and material assets each of the Acquired CorporationsCompany Subsidiaries’ business organizations and capital structure, (B) keep available the services of the officers and employees of the Acquired Corporations, (C) maintain in effect all of material permits required for the Governmental Authorizations of Company and the Acquired Corporations and (D) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with the Acquired CorporationsCompany Subsidiaries to carry on their respective business. Without limiting the generality of the foregoing, during between the Pre-Closing Perioddate hereof and the Effective Time, except (1) as expressly required under this Agreement, (2) with for the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this AgreementOperational Exceptions, the Company shall not not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the other Acquired Corporations tofollowing:

Operation of the Company’s Business. During the Pre-Closing Period, except : (i) except: (w) as expressly required or specifically permitted under this Agreement, (x) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly set forth in Schedule Part 5.2(a) as of the date of this AgreementCompany Disclosure Schedule, the Company shall conductshall, and shall ensure that cause each of the other Acquired Corporations conductsto, conduct its business and operations only in the ordinary course course, consistent with past practice and the Company shall use its commercially reasonable efforts to to: (A) preserve intact the its business organization and material assets of the Acquired Corporationsassets, (B) keep available the services of the its officers and employees who are integral to the operation of the Acquired Corporationsbusiness as presently conducted, (C) maintain in effect all of the its Governmental Authorizations of the Acquired Corporations Authorizations, and (D) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with the Acquired Corporations. Without limiting the generality of the foregoing, during the Pre-Closing Period, except except: (1) as expressly required or specifically permitted under this Agreement, (2) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule Part 5.2(a) as of the date of this AgreementCompany Disclosure Schedule, the Company shall not not, and shall not permit any of cause the other Acquired Corporations not to:

Operation of the Company’s Business. During The Company covenants and agrees that, during the Pre-Closing Periodperiod from the date hereof until the Effective Time, except as (wi) as expressly required under contemplated or expressly permitted by this Agreement, (xii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a) as Section 6.1 of the date of this AgreementCompany Disclosure Schedule, (iii) required by Law or regulation, or (iv) Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed or conditioned) (the foregoing clauses (i) through (iv), collectively, the “Operational Exceptions”), the Company shall conductshall, and shall ensure that cause each of the other Acquired Corporations conductsCompany Subsidiary to, conduct its business and operations only in the ordinary course of business consistent with past practice practice, and shall use commercially its reasonable best efforts to (A) preserve substantially intact the business organization its and material assets each of the Acquired CorporationsCompany Subsidiaries’ business organizations and capital structure, (B) maintain in effect all material Permits required for the Company and the Company Subsidiaries to carry on their respective business, keep available the services of the present officers and employees of the Acquired Corporationskey employees, (C) and maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D) maintain satisfactory its present relationships with customers, lenders, suppliers, licensorsdistributors, licensees, distributors employees and others having material other Persons with which the Company or the Company Subsidiaries have significant business relationships with the Acquired Corporationsrelationships. Without limiting the generality of the foregoing, during between the Pre-Closing Perioddate hereof and the Effective Time, except (1) as expressly required under this Agreement, (2) with for the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this AgreementOperational Exceptions, the Company shall not not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the other Acquired Corporations tofollowing:

Operation of the Company’s Business. (a) During the Pre-Closing Period, except (w) as expressly required under this Agreement, (x) with the unless Parent has given its prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(aPart 4.2(a) as of the date of this Agreement, Disclosure Schedule: (i) the Company shall conduct, and shall ensure that each of the other Acquired Corporations conducts, its business and operations only in the ordinary course consistent with past practice and shall use commercially reasonable efforts to conduct, and to cause each of its Subsidiaries to conduct, its business and operations in the ordinary course and in accordance with past practices in all material respects; (ii) the Company shall use commercially reasonable efforts to, and to cause each of its Subsidiaries to, (A) preserve intact conduct its business and operations in compliance in all material respects with all applicable Legal Requirements and the business organization and material assets requirements of the Acquired Corporationsall Material Contracts, (B) preserve intact its current business organization, (C) keep available the services of the its current officers and other employees of the Acquired Corporations, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D) maintain satisfactory relationships its relations and goodwill with suppliers, customers, lenderslandlords, supplierscreditors, licensors, licensees, distributors employees and others having other Persons with which it material business relationships with relationships; (iii) the Acquired Corporations. Without limiting the generality of the foregoing, Company shall keep in full force all material insurance policies and shall renew any Existing D&O Policies (as defined in Section 5.5(b)) that expire during the Pre-Closing Period, except (1) Period upon the same terms as expressly required under this Agreement, (2) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of effect on the date of this Agreement, ; (iv) the Company shall not properly withhold and remit to the appropriate Governmental Body all withholding taxes; and (v) the Company shall not permit promptly notify Parent in writing of any Legal Proceeding that is commenced, or, to the Company’s Knowledge, threatened in writing, against the Company or any of its Subsidiaries or, to the other Acquired Corporations to:Company’s Knowledge, any director, officer or key employee of the Company.

Operation of the Company’s Business. During the period from the date of this Agreement through the Effective Time (the “Pre-Closing Period, except (w) as expressly required under this Agreement, (x) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed”), (y) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall conductshall, and shall ensure that cause each of the other Acquired Corporations conductsCompanies to, conduct its business and operations only in the ordinary course consistent and in accordance with past practice practices and shall to use its commercially reasonable efforts to (Ai) preserve intact the its current business organization and material assets of the Acquired Corporationsinsurance policies, (Bii) keep available the services of the its current officers and key employees of the Acquired Corporationsand maintain its relations and goodwill with all material suppliers, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D) maintain satisfactory relationships with customers, lenderslandlords, supplierscreditors, licensors, licensees, distributors employees and others other Persons having material significant business relationships with it; and (iii) comply in all material respects with Legal Requirements applicable to it and its properties, assets and businesses and with the Acquired Corporationsrequirements of all Material Contracts. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as contemplated by this Agreement (1) including as expressly contemplated pursuant to Section 2.10 hereof), disclosed in the Company Disclosure Schedules, required under this Agreementby applicable Legal Requirements or the requirement of any Material Contract, the Company shall not (2) with without the prior written consent of Parent (Parent, which consent will not to be unreasonably withheld, conditioned withheld or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall not and shall not permit any of the other Acquired Corporations Companies to:

Operation of the Company’s Business. (a) During the Pre-Closing Period, except as (wi) as expressly required under this Agreement, (x) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (y) as required by applicable Law or (z) as expressly set forth in Schedule 5.2(a5.2, (ii) as contemplated or permitted by this Agreement or required by Legal Requirements, (ii) approved in writing (which shall include e-mail) by Parent through the Parent Designated Person (which approval shall not be unreasonably withheld), or (iii) required by the terms of the date any Contract (a copy of this Agreementwhich has been made available to Parent), (A) the Company shall conduct, and shall ensure that each of the other Acquired Corporations conducts, Companies conducts its business and operations only in the ordinary course consistent and in accordance with past practice and practices, (B) the Company shall use commercially reasonable efforts to (A) preserve intact the business organization and material assets ensure that each of the Acquired CorporationsCompanies (1) preserves intact its current business organization, (B2) keep keeps available the services of the its current officers and key employees of the Acquired Corporations, (C) maintain in effect all of the Governmental Authorizations of the Acquired Corporations and (D3) maintain satisfactory relationships maintains its current relations consistent with prior business practices with material suppliers, customers, lenderslandlords, supplierscreditors, licensors, licensees, distributors and others other Persons having material contractual or other business relationships with the respective Acquired Corporations. Without limiting the generality of the foregoing, during the Pre-Closing Period, except (1) as expressly required under this AgreementCompanies, (2C) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (3) as required by applicable Law or (4) as set expressly forth in Schedule 5.2(a) as of the date of this Agreement, the Company shall not collect its receivables in the same manner and on the same terms as such receivables have historically been collected, and (D) the Company shall not permit any of maintain its status as a “foreign private issuer” as such term is defined in Rule 3b-4 promulgated under the other Acquired Corporations to:Exchange Act.