Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. BMI and the PMW Shareholders covenant that between the date of this Agreement and the Closing as to each of them: (a) Other than as contemplated herein, no change will be made in the charter documents, by-laws, or other corporate documents of BMI or PMW. (b) BMI will use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business. (c) None of the PMW Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the PMW Shares owned by them. (d) The PMW shareholders will use their best efforts to maintain and preserve the business organization, employee relationships and goodwill of PMW intact and will not allow PMW to enter into any material commitment except in the ordinary course of business. Conditions to Obligations of the PMW Shareholders.