Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure Schedule, since the Balance Sheet Date, the Company has conducted its business only in the Ordinary Course of Business and none of the following actions or events has occurred: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Schedule 3.7 of the Seller Parties Disclosure ScheduleSchedule and except for the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the Restructuring Transactions and the execution of the Ancillary Agreements, since the Balance Sheet Datedate of the Final Year End Statements, the each Company and each Company Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business in a manner consistent with its business only in the past practice ("Ordinary Course of Business Business"), and none of the following actions or events there has occurrednot been any: (a) any material losschange in the business, damage or destruction tooperations, properties, assets, or financial condition of any material interruption Company or any Company Subsidiary that, individually or in the use ofaggregate, any of the assets of the Company (whether has had, does have or not covered by insurance) that has had or could would reasonably be expected to have a Material Adverse EffectEffect on Companies; (i) change in the authorized or issued capital stock of any Company or any Company Subsidiary; (ii) grant of any new or amendment of any existing stock option, warrant, or other right to purchase shares of capital stock of any Company or any Company Subsidiary; (iii) issuance of any security convertible into the capital stock of any Company or any Company Subsidiary; (iv) grant of any registration rights in respect of the capital stock of any Company or any Company Subsidiary; (v) reclassification, combination, split, subdivision, purchase, redemption, retirement, issuance, sale, or any other acquisition or disposition, directly or indirectly, by any Company or any Company Subsidiary of any shares of the capital stock of any Company or any Company Subsidiary; (vi) amendment of any material term of any outstanding security of any Company or any Company Subsidiary; (vii) except as permitted by subsection 3.7(n), declaration, accrual, set setting aside or payment of any dividend (whether in cash, securities or any other property) or other distribution or payment in respect of any the shares of the capital stock of any Company or any Company Subsidiary except that (x) during the Companyperiod between the date hereof and prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay normal quarterly dividends in an amount not to exceed $5,500,000, or a prorated portion thereof (it being understood that, in the event Liberty Life declares and pays with respect to any given quarter a quarterly dividend in an amount less than $5,500,000, including, without limitation, because of the restrictions imposed on such declarations or payments set forth below in this subsection 3.7(b), Liberty Life shall be permitted to include in any subsequent quarterly dividends the difference between $5,500,000 and the amount of the quarterly dividend actually paid if at the time of the subsequent quarterly dividend such additional amount would be permissible under this subsection) (collectively, the "Regular Dividends") and (y) immediately prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay a single special dividend (the "Special Dividend", and together with the Regular Dividends, the "Liberty Life Dividends") in an amount of up to $70,000,000, it being further understood that the Special Dividend shall consist first, of the assets listed on Schedule 3.7(b) of the Disclosure Schedule, including all distributions, dividends and other payments declared with respect to such assets from and after March 31, 2000 (collectively, the "Excluded Assets"), which assets shall be valued in the aggregate, for purposes of this Section 3.7(b), at $16,793,522, and second, cash in the amount of the difference between the total amount permitted to be included in the Special Dividend pursuant to applicable Law and $16,793,522; the parties further agree that (i) the cash component of the Special Dividend may be funded by the sale, to be effectuated concurrently with the Closing, of assets of Liberty Life (the "Asset Sale"), which assets shall be mutually agreed upon by Seller and the Buyer at least 20 days prior to the Closing Date and (ii) that the Regular Dividends may be paid (I) only to the extent that, after giving effect to such payment, the Total Adjusted capital as defined in South Carolina Code Xxx. Section 38-9-310 ("Total Adjusted Capital"), of Liberty Life shall be no less than $157,500,000; (II) only out of current earnings as recorded by Liberty Life in accordance with SAP (but not including in any repurchasecalculation of current earnings pursuant to this Section 3.7(b), redemption any earnings resulting from any changes in Liberty Life's allocation of its assets other than in the Ordinary Course of Business, it being understood that any such change in asset allocation shall be made in good faith and not for the purpose of increasing the permitted Regular Dividend); and (III) only to the extent that Seller in good faith projects (including projected earnings) that the Total Adjusted Capital of Liberty Life, after giving effect to the Regular Dividend, will be no less than 730 percent of Liberty Life's Authorized Control Level, as defined in South Carolina Code Xxx. Section 38-9-310, for the quarter end prior to the quarter in which the Regular Dividend is declared and paid; or other acquisition by the Company (viii) sale or pledge of any shares of capital stock or other securitiesequity interests owned by any Company in the Company Subsidiaries; (c) amendment or other change in any sale, issuance Company's or grant, or authorization of the issuance of, Company Subsidiary's Organizational Documents; (i) shares acquisition or other securities divestiture (including by way of bulk reinsurance, merger, consolidation or acquisition of stock or assets) by any Company or any Company Subsidiary of any Person or any division thereof or portion of the Companyassets thereof (other than Company Investment Assets (as defined in Section 3.28 hereof), which are addressed in Subsection 3.7(g)(ii) hereof) that is material to the Companies and the Company Subsidiaries, taken as a whole, it being understood that any reinsurance transaction pursuant to which $2,000,000 or more in annual written premiums are ceded or assumed, or any renewal, extension or modification thereto, shall be considered material for purposes of this subsection; (ii) liquidation, dissolution or winding up of, or disposition of a portion of the assets (including by way of bulk reinsurance, whether on an indemnity or assumption basis) of, any option, warrant or right to acquire any shares Company or any other securities of Company Subsidiary that is material to the CompanyCompanies and the Company Subsidiaries, taken as a whole; or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver organization of any of the rights of the new Company under Subsidiary or joint venture by any share purchase agreementCompany or any Company Subsidiary; (e) change in any amendment to material respect in the underwriting, investment, actuarial, reserving, financial reporting or accounting practices, principles or policies of any Organizational Document of Company or Company Subsidiary, other than as required by a change in Regulation S-X under the CompanyExchange Act, any mergerGAAP, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split SAP or similar transaction involving the Companyapplicable Law; (f) except for any creation non-recurring payments by Seller which do not or would not result in any current or future Liability to the Companies, Company Subsidiaries or Buyer and, for such payments made subsequent to the date hereof, of which Buyer has received prior written notice, (i) increase in salary, bonus or other compensation (other than compensation increases not exceeding five (5) percent per annum and otherwise made in the Ordinary Course of Business) of any employee or director of any Company or any Company Subsidiary or of any Transferred Employee; (ii) increase in benefits or increase in severance for the benefit of any employee or director of any Company or any Company Subsidiary or of any Transferred Employee, in each case in excess of $50,000 per annum, or any material waiver or material variation for the benefit of any such Person; (iii) amendments to, or payments or grants of awards that were not made pursuant to the terms, as of the Company or acquisition by the Company date of this Agreement, of any equity interest Benefit Plan existing as of the date hereof, or adoption or execution of any new Benefit Plan (other interest than any such events in the Ordinary Course of Business); or (iv) establishment or adoption of, or amendment to, any other Personcollective bargaining agreement; (gi) damage to or destruction or loss of any capital expenditure by asset or property, including the Company which, when added to all other capital expenditures made on behalf Owned Real Property (as defined in Section 3.13(a) hereof) of the Seller, of any Company since the Balance Sheet Dateor any Company Subsidiary, exceeds €10,000 whether or not covered by insurance, that has had, does have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companies; (ii) sale, lease or other disposition of any Company Investment Asset of any Company or any Company Subsidiary reflected on the relevant Final Year End Statement, or any other assets of any Company or any Company Subsidiary which are "admitted assets" for purposes of SAP, in each case other than (I) in accordance with Liberty Life's Investment Policy Statement as previously furnished to Buyer, (II) in the Ordinary Course of Business and (III) of aggregate book value of less than $5,000,000; or (iii) mortgage, pledge or imposition of any Lien upon any Company Investment Asset or other asset of any Company or any Company Subsidiary; (h) payment of, or accrual or commitment for, capital expenditures other than (I) as set forth on Schedule 3.7(h) of the Disclosure Schedule, (II) pursuant to a Contract for the provision of services by Liberty Services or (III) in an amount not in excess of $250,000; (i) incurrence of any new, or increase in any existing, indebtedness for borrowed money; (i) cancellation or waiver of any claims or rights with a value to any Company or any Company Subsidiary in excess of $1,000,000 or (ii) settlement or compromise of any Action (as defined in Section 3.8(a) hereof), other than settlement or compromise of Actions in which the amount paid in settlement or compromise, including the cost to each Company and each Company Subsidiary of complying with any provision of such settlement or compromise other than cash payments, does not exceed $1,000,000 and when the settlement or compromise does not create a precedent for claims, actions or proceedings that are reasonably likely to be material and adverse to the Companies and Company Subsidiaries, taken as a whole; (k) except in the Ordinary Course of Business, any action by the Company to change in (i) enter into any contract or suffer arrangement of any Company or any Company Subsidiary with any agent, broker, third party administrator, telemarketer, other marketer, vendor, distributor or similar entity ("Producers"), that is material to the Companies and the Company Subsidiaries, taken as a whole; (ii) any relationship with a policyholder, reinsurer or other Person having a business relationship with any Company or any Company Subsidiary that is material to the Companies and the Company Subsidiaries, taken as a whole; or (iii) existing levels of insurance coverage of any Company or any Company Subsidiary or cancellation or termination of any insurance policy naming any Company or any Company Subsidiary as a beneficiary or loss-payable payee that is material to the assets owned Companies and the Company Subsidiaries, taken as a whole; (l) Tax election made or used by it to become bound by changed, settlement of any Material Contract material audit, filing of any amended Tax Returns (as defined in Section 3.163.9(j) hereof), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (im) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of than in the Ordinary Course of Business, entrance into or amendment, renewal or extension of, any Contract which would be required to be listed on Schedule 3.14(a) or 3.14(c) of the Disclosure Schedule; (jn) any writeother than on an arm's-off as uncollectiblelength basis, or establishment amendment of any extraordinary reserve with respect toIntercompany Agreement (as defined in Section 3.14(c) hereof); except as disclosed in or permitted by Section 3.7(b)(vii), any Indebtedness of the Company; (k) any pledge payment of any assets cash or other consideration (including, without limitation, via an intercompany charge) to Seller or any Subsidiary or Related Person (as defined in Section 5.13(d) hereof) of Seller, other than a Company or sufferance of Company Subsidiary (each, a "Seller Party") for any of the assets of the Company purpose other than pursuant to become subject to any Encumbrance, except for Permitted Encumbrances an Intercompany Agreement and pledges of immaterial assets made in the Ordinary Course of Business; , except that Liberty Life may make payments to Seller, in the aggregate, of up to $3,963,000 in respect of Taxes (las defined in Section 3.9 hereof) any for periods prior to January 1, 1999 (i) loan by but only to the Company to any Person, or (ii) extent that the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment thereof complies in all respects with all applicable Laws and is permitted under and done in a manner that complies in all respects with GAAP and SAP); other than as set forth above payment of an amount of cash or other consideration (including, without limitation, via intercompany charges) to a Seller Party under any bonus or any profit sharing or similar payment Intercompany Agreement that is computed in accordance with methodology (including, without limitation, unit costs and rates) that is not consistent with such methodology used to compute the payments under such Intercompany Agreement between the date of the Final Year End Statements and the date of this Agreement; or, other than as permitted pursuant to this Section 3.7(n), purchase of assets from, sale of assets to, or material increase in the amount entry into any other transaction of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable toany kind with, any of the directors Seller Party, by any Company or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect;Subsidiary, other than on an arm's-length basis and involving no more than $250,000; or (o) agreement (whether written or oral and whether express or implied) by any material Tax election by the Company; (p) Company or any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment Company Subsidiary to take do any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleSchedule 3.12 hereto, since the Balance Sheet DateJune 30, 1996, the Company business of Action has conducted its business been operated only in the Ordinary Course usual and ordinary course of Business business consistent with past practice, and none of the following actions or events since June 30, 1996, there has occurrednot been: (a) any Any material loss, damage or destruction to, or any material interruption adverse change in the use offinancial condition, any assets, liabilities (whether absolute, accrued or otherwise), reserves, business or results of the assets operations of the Company Action; (b) Any material damage, destruction or casualty loss (whether or not covered by insurance) that to the assets owned or leased by Action; or (c) Any material and adverse change in the operation of the business of Action or any material transactions entered into other than in the ordinary course of business consistent with prior practice. In addition, except as set forth in Schedule 3.12 hereto, since June 30, 1996, Action has had or could reasonably be expected to have a Material Adverse Effect;not: (i) any declaration, accrual, set aside Issued or payment of any dividend or any other distribution in respect of any shares of capital stock of the Companysold, or (ii) granted options, warrants or rights to purchase or to subscribe to, or entered into any repurchasearrangement or contract with respect to, redemption the issuance or other acquisition by the Company sale of, any of any shares of its capital stock or other securities; (c) any sale, issuance securities or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument obligations convertible into or exchangeable for any shares of its capital stock, or other securities of the Companymade any changes in its capital stock, or made any tax distributions to its shareholders; (dii) Declared, paid or set aside for payment any amendment dividend or waiver other distribution on or in respect of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any shares of its capital stock any securities convertible into or exchangeable for any shares of its capital stock, or any options, warrants or other rights to purchase or subscribe for any of the foregoing, or authorized the creation or issuance of or issued, sold or committed to sell (or granted any options or rights to purchase) any additional shares of the Company under its capital stock, or agreed to take any share purchase agreementsuch action, or sold, issued or incurred (or agreed to sell, issue or incur) indebtedness for borrowed money having a maturity in excess of one year; (eiii) Organized any amendment to subsidiary, acquired any Organizational Document capital stock or other equity security of the Companyany entity or other business or venture, or acquired any merger, consolidation, share exchange, equity or ownership interest in any entity or other business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Companyventure; (fiv) To White's knowledge, other than in the ordinary course of business consistent with past practice and not in excess of current requirements, incurred any creation obligation or liability of any Subsidiary of nature whatsoever (whether absolute, accrued, contingent or otherwise) or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the Company or acquisition by the Company obligations of any equity interest other entity, business or other interest in any other Personventure; (gv) Paid, discharged or satisfied any liability or obligation (whether absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities and obligations in the usual and ordinary course of business; (vi) Mortgaged, pledged or subjected to a lien, security interest, encumbrance, restriction or charge of any kind any of its assets (real, personal or mixed, tangible or intangible), except for involuntary statutory liens and contractual landlord's liens under leases; (vii) To White's knowledge, canceled or waived any material claim against any third party or right held by any such third party, or canceled, released or assigned any indebtedness to any such third party, or other than rental contracts entered into in the ordinary course of business, sold, transferred, distributed or otherwise disposed of any material assets or properties; (viii) Disposed of or permitted to lapse any rights to the use of any material patent, trademark, trade name, service mark, xxcense or copyright which has been used in its business in the last five (5) years, or, except in connection with the proposed sale of the Shares or the business of Action to Purchaser, disclosed to any person not under any obligation of confidentiality to the Sellers or Action, any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (ix) Increased the compensation payable to or to become payable by Action to any officer, director, key employee or agent of Action, or any commission or bonus payable to or to become payable by Action to any such officer, director, employee or agent, or in any insurance, pension or other benefit plan, payment or arrangement made to, for or with any such officer, director, employee or agent of Action; (x) Other than in the ordinary course of business consistent with past practice and not in excess of current requirements, made any capital expenditure by the Company whichin excess of $100,000 not previously committed or made any new commitment in excess of $100,000 for additions to property, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregateplant or equipment; (hxi) except in Been the Ordinary Course subject of Businessor experienced any strike or other work stoppage or concerted slow down or threat thereof, union election or attempted collective bargaining of employees; (xii) Entered into any contract limiting the right of Action at any time on or after the date of this Agreement to engage in, or to compete with any person in, any action business; (xiii) Other than at the request of Purchaser, changed any method of accounting or any accounting principle or practice used by the Company Action, except for any such change required by reason of a concurrent change in generally accepted accounting principles; or (xiv) To White's knowledge, agreed, whether in writing or not, to (i) enter into or suffer do any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Schedule 3.7 of the Seller Parties Disclosure ScheduleSchedule and except for the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the Restructuring Transactions and the execution of the Ancillary Agreements, since the Balance Sheet Datedate of the Final Year End Statements, the each Company and each Company Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business in a manner consistent with its business only in the past practice ("Ordinary Course of Business Business"), and none of the following actions or events there has occurrednot been any: (a) any material losschange in the business, damage or destruction tooperations, properties, assets, or financial condition of any material interruption Company or any Company Subsidiary that, individually or in the use ofaggregate, any of the assets of the Company (whether has had, does have or not covered by insurance) that has had or could would reasonably be expected to have a Material Adverse EffectEffect on Companies; (i) change in the authorized or issued capital stock of any Company or any Company Subsidiary; (ii) grant of any new or amendment of any existing stock option, warrant, or other right to purchase shares of capital stock of any Company or any Company Subsidiary; (iii) issuance of any security convertible into the capital stock of any Company or any Company Subsidiary; (iv) grant of any registration rights in respect of the capital stock of any Company or any Company Subsidiary; (v) reclassification, combination, split, subdivision, purchase, redemption, retirement, issuance, sale, or any other acquisition or disposition, directly or indirectly, by any Company or any Company Subsidiary of any shares of the capital stock of any Company or any Company Subsidiary; (vi) amendment of any material term of any outstanding security of any Company or any Company Subsidiary; (vii) except as permitted by subsection 3.7(n), declaration, accrual, set setting aside or payment of any dividend (whether in cash, securities or any other property) or other distribution or payment in respect of any the shares of the capital stock of any Company or any Company Subsidiary except that (x) during the Companyperiod between the date hereof and prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay normal quarterly dividends in an amount not to exceed $5,500,000, or a prorated portion thereof (ii) it being understood that, in the event Liberty Life declares and pays with respect to any repurchasegiven quarter a quarterly dividend in an amount less than $5,500,000, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any saleincluding, issuance or grantwithout limitation, or authorization because of the issuance ofrestrictions imposed on such declarations or payments set forth below in this subsection 3.7(b), (i) shares or other securities of the Company, (ii) any option, warrant or right Liberty Life shall be permitted to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest include in any other Person; (g) any capital expenditure by subsequent quarterly dividends the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances difference between $5,500,000 and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any quarterly dividend actually paid if at the time of the directors or officers of subsequent quarterly dividend such additional amount would be permissible under this subsection) (collectively, the Company; (n"Regular Dividends") any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Section 3.16 of the Seller Parties Telkonet Disclosure Schedule, and except in connection with the execution of this Agreement and the Contemplated Transactions, since the date of the Telkonet Balance Sheet DateSheet, the Company has Telkonet Companies have conducted its business only their businesses in the Ordinary Course of Business Business, and none no event has occurred or circumstance exists that may result in an adverse effect in the business, results of operations, financial condition or property of the following actions Telkonet Companies in an amount, individually, in excess of $100,000, including any action or events has occurredevent described in Section 5.2(a), (b), (c), or (e) or any of the following: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of either of the Company Telkonet Companies (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect); (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock or membership interests of the Company, either Telkonet Company or (ii) any repurchase, redemption or other acquisition by the either Telkonet Company of any shares of capital stock stock, membership interests or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares any capital stock or other securities security of either Telkonet Company (except for Telkonet Common Stock issued upon the Companyvalid exercise or settlement of outstanding Telkonet Awards, and to effectuate the Closing under this Agreement), (ii) any option, warrant or right to acquire any shares capital stock or any other securities security of the either Telkonet Company, or (iii) any instrument convertible into or exchangeable for shares any capital stock or other securities security of the either Telkonet Company; (d) any amendment or waiver of any of the rights of the either Telkonet Company under under, or acceleration of vesting under, (i) any share provision of any awards, option plans or warrants, (ii) any provision of any Contract evidencing any outstanding Telkonet Award, or (iii) any restricted stock purchase agreement; (e) any amendment to any Organizational Document of either of the CompanyTelkonet Companies, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share stock split, reverse share stock split or similar transaction involving the either Telkonet Company; (f) any creation of any Subsidiary of the a Telkonet Company or acquisition by the either Telkonet Company of any equity interest or other interest in any other Person; (g) any individual capital expenditure by the either Telkonet Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, which exceeds €10,000 $50,000 or $100,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the either Telkonet Company to (i) enter into or suffer any of the material assets owned or used by it to become bound by any Telkonet Material Contract (as defined in Section 3.16)Contract, or (ii) amend or terminate, or waive any material right or remedy under, under any Telkonet Material Contract; (i) any (i) acquisition, lease or license by the either Telkonet Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the either Telkonet Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the either Telkonet Company of any material right, except for rights or other assets acquired, leased, licensed licensed, sold or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectibleuncollectible of, or establishment of any extraordinary reserve with respect to, any Indebtedness account receivable or other indebtedness of the Companyeither Telkonet Company in excess of $50,000; (k) any pledge of any material assets of or sufferance of any of the material assets of the either Telkonet Company to become subject to any Encumbrance, except for Telkonet Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of BusinessEncumbrances; (l) any (i) loan by the either Telkonet Company to any Person, Person or (ii) the incurrence or guarantee by the either Telkonet Company of any Indebtedness by the Companyindebtedness for borrowed money; (m) any (i) adoption, establishment, entry into or amendment by the either Telkonet Company of any Pension Scheme Telkonet Employee Plan or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors directors, officers or officers employees of either Telkonet Company, except in the CompanyOrdinary Course of Business; (n) any change of the methods of accounting or accounting practices of the either Telkonet Company in any material respect; (o) any material Tax election by the by, or pertaining to, either Telkonet Company; (p) any commencement or settlement of any Legal Proceeding by the either Telkonet Company; andor (q) any agreement or commitment to take any of the actions referred to in clauses (cb) through (p) above.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure Scheduleotherwise Disclosed to Buyer, since the 2011 Balance Sheet Date, the Company has have conducted its business only in the Ordinary Course of Business and none there has not been any Material Adverse Effect, any action or event of the following actions or events has occurredtype described in Section 6.2(b), or: (a) any material Material loss, damage or destruction to, or any material Material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of or capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares any capital stock or other securities security of the Company, (ii) any option, warrant or right to acquire any shares capital stock or any other securities security of the Company, or (iii) any instrument convertible into or exchangeable for shares any share capital, capital stock or other securities security of the Company; (d) any amendment or waiver of any of the rights of the Company under under, or acceleration of vesting under, (i) any share provision of any of the Company’s equity compensation plans, (ii) any provision of any Contract evidencing any outstanding Company stock option or equity compensation, or (iii) any restricted stock purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share stock split, reverse share stock split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the date of the Balance Sheet DateSheet, exceeds €10,000 US$25,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.164.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material Material right or other material Material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material Material right or other material Material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any (i) write-off as uncollectible, or (ii) establishment of any extraordinary reserve with respect to or (iii) change of collection practices for, including, but not limited to, (A) changing of due dates, (B) entering into factoring arrangements or (C) granting of discounts or other benefits for accelerated payment of, any Indebtedness account receivable of or other amount due to the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Companyindebtedness for borrowed money; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme Plan or (ii) payment of any bonus or any profit sharing or similar payment to, or material Material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors directors, officers or officers employees of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material Material respect; (o) any material Material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and; (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleSince December 31, since the Balance Sheet Date2002, the Company has conducted its business only in the Ordinary Course of Business ordinary and none of the following actions or events regular course consistent with past practice and there has not occurred: (a) Any Material Adverse Change with respect to the Company; (b) Any acquisition, sale or transfer of any material lossasset of the Company or any of its subsidiaries other than in the ordinary course of business and consistent with past practice; (c) Any change in accounting methods or practices (including any change in depreciation or amortization policies or rates, damage or destruction tocapitalized software policies) by the Company or any revaluation by the Company of any of its or any of its subsidiaries' assets; (d) Any declaration, setting aside, or payment of a dividend or other distribution with respect to the Company Securities, or any material interruption in the use ofdirect or indirect redemption, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption purchase or other acquisition by the Company of any of its shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreementstock; (e) Any Material Contract entered into by the Company or any of its subsidiaries, or any material amendment to any Organizational Document of the Companyor termination of, or default under, any merger, consolidation, share exchange, business combination, recapitalization, reclassification Material Contract to which the Company or any of shares, share split, reverse share split its subsidiaries is a party or similar transaction involving the Companyby which it is bound; (f) any creation Any change in the capital stock or in the number of any Subsidiary shares or classes of the Company's authorized or outstanding capital stock as described in Section 2.2 (other than as a result of exercises of Company or acquisition by the Company of any equity interest or other interest in any other PersonOptions); (g) any capital expenditure Any agreement by the Company which, when added or any of its subsidiaries to all other capital expenditures made on behalf do any of the Company since the Balance Sheet Date, exceeds €10,000 things described in the aggregate;preceding clauses (a) through (f) (other than negotiations with FCE and its representatives regarding the transactions contemplated by this Agreement and negotiations with Quantum and its representatives with respect to the Quantum Combination); or (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any Any agreement or commitment arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement materially untrue or incorrect as of the actions referred to in clauses (c) through (p) above.date when made. 15

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleLetter since March 31, since the Balance Sheet Date1999, the Company has conducted its business businesses only in the Ordinary Course of Business and none of the following actions or events there has not occurred: : (a) the entering into of any Contract, commitment or transaction or the incurrence of any material loss, damage or destruction to, or any material interruption in the use of, any liabilities outside of the assets Ordinary Course of Business; (b) the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment entering into of any dividend or Contract in connection with any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; transaction involving a business combination; (c) any sale, issuance or grantthe alteration, or authorization entering into of the issuance of, (i) shares any Contract or other securities of commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company, (ii) any option, warrant or right to acquire any shares Company or any other securities of its Subsidiaries directly or indirectly holds any interest on the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; date hereof; (d) any amendment or waiver the entering into of any strategic alliance, joint development or joint marketing Contract other than joint marketing efforts in the Ordinary Course of the rights of the Company under any share purchase agreement; Business; (e) any material amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; modification (g) any capital expenditure by the Company whichor agreement to do so), when added to all other capital expenditures except for routine amendments or modifications made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, or material violation of the terms of, any action of the Contracts set forth or described in the Disclosure Letter; (f) the entering into of any transaction with any officer, director, shareholder, or Affiliate of the Company, other than pursuant to any Contract in effect on March 31, 1999 and disclosed to Parent pursuant to Part 3.16 of the Disclosure Letter or other than pursuant to any contract of employment and listed pursuant to Part 3.12 of the Disclosure Letter; (g) the entering into or amendment of any Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any type or scope with respect to any products of the Company or Company Intellectual Property other than as contemplated by the Contracts or Licenses of the Company and its Subsidiaries disclosed in the Disclosure Letter; (h) the declaration, setting aside or payment of any dividends on or making of any other distributions (whether in cash, stock or property) in respect of any Company Common Shares or Equity Equivalents, or any split, combination or reclassification of any Company Common Shares or Equity Equivalents or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Shares or Equity Equivalents, or the repurchase, redemption or other acquisition, directly or indirectly, of any Company Common Shares or Equity Equivalents by the Company to except for repurchases of Company Shares upon termination of employment; (i) enter into except for (i) the issuance of Company Shares upon exercise or suffer any conversion of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), then-outstanding Company Options or (ii) amend the issuance of options available for grant under the Company's Option Plans in the Ordinary Course of Business to eligible participants under the Company Option Plans consistent with past practice, the issuance, grant, delivery, sale or terminateauthorization of or proposal to issue, grant, deliver or sell, or waive any material right purchase or remedy underproposal to purchase, any Material Contract; Company Shares, Equity Equivalents or modification or amendment of the rights of any holder of any outstanding Company Shares or Equity Equivalents (iincluding to reduce or alter the consideration to be paid to the Company upon the exercise of any outstanding Company Options or other Equity Equivalents), nor have there been any agreements, arrangements, plans or understandings with respect to any such modification or amendment; (j) any (i) acquisition, lease or license by amendments to the Organizational Documents of the Company of any material right of its Subsidiaries; (k) any transfer (by way of a license or otherwise) to any Person of rights to any Company Intellectual Property other than non-exclusive transfers to the Company's customers, distributors or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of licensees in the Ordinary Course of Business; (j) ; any write-off as uncollectibledisposition or sale of, waiver of rights to, license or lease of, or establishment incurrence of any extraordinary reserve with respect tomaterial lien on, any Indebtedness of the Company; material assets and properties (kother than Company Intellectual Property) any pledge of any assets of or sufferance of any of the assets of the Company and its Subsidiaries, other than dispositions of inventory, or licenses of products to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made Persons in the Ordinary Course of Business; Business of the Company; (l) the write-off or write-down or making of any determination to write off or write-down, or revalue, any of the assets and properties of the Company, or change in any reserves or liabilities associated therewith, individually or in the aggregate in an amount exceeding $25,000; (m) the failure to pay or otherwise satisfy material liabilities of the Company or its Subsidiaries when due, except such as are being contested in good faith; (n) the incurrence of any indebtedness or guarantee of any such indebtedness in an aggregate amount exceeding $25,000 or issuance or sale of any debt securities of the Company or any of its Subsidiaries or guarantee of any debt securities of others; (o) the grant of any severance or termination pay to any director, officer employee or consultant, except payments made as required by Law or pursuant to written Contracts outstanding on the date hereof, the terms of which are disclosed in the Disclosure Schedule; (p) an increase in salary, rate of commissions, rate of consulting fees or any other compensation of any current officer, director, shareholder, employee, independent contractor or consultant of the Company or any of its Subsidiaries; (q) the establishment or modification of (i) loan by the Company to targets, goals, pools or similar provisions under any Personplan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement or (ii) the incurrence salary ranges, increased guidelines or guarantee by the Company similar provisions in respect of any Indebtedness by plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (r) the Company; (m) any (i) adoption, establishmententering into, entry into amendment, modification or amendment by the Company termination (partial or complete) of any Pension Scheme or Company Employee Plan; (iis) the payment of any bonus discretionary or stay bonus; (t) the making or changing of any profit material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, the entering into of any tax allocation agreement, tax sharing agreement, tax indemnity agreement or similar payment closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Taxing Authority or otherwise; (u) the making of any change in the accounting policies, principles, methods, practices or procedures of the Company (including without limitation for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (v) any failure to pay or otherwise satisfy any obligations to procure, maintain, renew, extend or enforce any material Company Intellectual Property, including, but not limited to, submission of required documents or material increase in fees during the amount prosecution of the wagespatent, salary, commissions, fringe benefits trademark or other compensation or remuneration payable to, applications for registered Intellectual Property rights; and (w) any entering into any agreement to do any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleSince October 31, since the Balance Sheet Date2002, the Company FCE has conducted its business only in the Ordinary Course of Business ordinary and none of the following actions or events regular course consistent with past practice and there has not occurred: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Any Material Adverse EffectChange with respect to FCE; (ib) any declarationAny acquisition, accrual, set aside sale or payment transfer of any dividend material asset of FCE or any of its subsidiaries other distribution than in respect the ordinary course of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securitiesbusiness and consistent with past practice; (c) Any change in accounting methods or practices (including any sale, issuance change in depreciation or grantamortization policies or rates, or authorization of the issuance of, (icapitalized software policies) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares by FCE or any other securities revaluation by FCE of the Company, any of its or (iii) any instrument convertible into or exchangeable for shares or other securities of the Companyits subsidiaries' assets; (d) Any declaration, setting aside, or payment of a dividend or other distribution with respect to the FCE Common Stock, or any amendment direct or waiver indirect redemption, purchase or other acquisition by FCE of any of the rights its shares of the Company under any share purchase agreementcapital stock; (e) Any Material Contract entered into by FCE or any of its subsidiaries, or any material amendment to any Organizational Document of the Companyor termination of, or default under, any merger, consolidation, share exchange, business combination, recapitalization, reclassification Material Contract to which FCE or any of shares, share split, reverse share split its subsidiaries is a party or similar transaction involving the Companyby which it is bound; (f) any creation Any change in the capital stock or in the number of any Subsidiary shares or classes of FCE's authorized or outstanding capital stock as described in Section 3.2 (other than as a result of exercises of FCE Options and the Company or acquisition by the Company of any equity interest or other interest in any other PersonFCE Warrants); (g) Any agreement by FCE or any capital expenditure by the Company which, when added of its subsidiaries to all other capital expenditures made on behalf do any of the Company since the Balance Sheet Date, exceeds €10,000 things described in the aggregate;preceding clauses (a) through (f) (other than negotiations with the Company, and its representatives regarding the transactions contemplated by this Agreement); or (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any Any agreement or commitment arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement materially untrue or incorrect as of the actions referred to in clauses (c) through (p) abovedate when made.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Section 3.16 of the Seller Parties Company Disclosure Schedule, and except in connection with the execution of this Agreement and the Contemplated Transactions, since the Balance Sheet DateDecember 31, 2013, the Company has Acquired Corporations have conducted its business only their businesses in the Ordinary Course of Business Business, and none no event has occurred or circumstance exists that may result in an adverse effect in the business, results of operations, financial condition or property of the following actions Acquired Corporations in an amount in excess of $250,000, including any action or events has occurredevent described in Section 5.2(a), (b), (c) or (e) or any of the following: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of any of the Company Acquired Corporations (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect); (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock or membership interests of the Companyany Acquired Corporation, or (ii) any repurchase, redemption or other acquisition by the Company any Acquired Corporation of any shares of capital stock stock, membership interests or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares any capital stock or other securities security of any Acquired Corporation (except for Company Common Stock issued upon the Companyvalid exercise of outstanding Stock Options), (ii) any option, warrant or right to acquire any shares capital stock or any other securities security of the Companyany Acquired Corporation (except for Stock Options described in Section 3.3), or (iii) any instrument convertible into or exchangeable for shares any capital stock or other securities security of the Companyany Acquired Corporation; (d) any amendment or waiver of any of the rights of any Acquired Corporation under, or acceleration of vesting under, (i) any provision of any of the Company’s stock option plans, (ii) any provision of any Contract evidencing any outstanding Stock Option or Company under Restricted Stock, or (iii) any share restricted stock purchase agreement; (e) any amendment to any Organizational Document of any of the CompanyAcquired Corporations, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share stock split, reverse share stock split or similar transaction involving the Companyany Acquired Corporation; (f) any receipt by the Acquired Corporations of any Acquisition Proposal; (g) any creation of any Subsidiary of the Company an Acquired Corporation or acquisition by the Company any Acquired Corporation of any equity interest or other interest in any other Person; (gh) any individual capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, any Acquired Corporation which exceeds €10,000 $50,000 or $250,000 in the aggregate; (hi) except in the Ordinary Course of Business, any action by the Company any Acquired Corporation to (i) enter into or suffer any of the material assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16)Contract, or (ii) amend or terminate, or waive any material right or remedy under, under any Material Contract; (ij) any (i) acquisition, lease or license by the Company any Acquired Corporation of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company any Acquired Corporation of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company any Acquired Corporation of any material right, except for rights or other assets acquired, leased, licensed licensed, sold or disposed of in the Ordinary Course of Business; (jk) any write-off as uncollectibleuncollectible of, or establishment of any extraordinary reserve with respect to, any Indebtedness account receivable or other indebtedness of the Companyan Acquired Corporation in excess of $50,000; (kl) any pledge of any material assets of or sufferance of any of the material assets of the Company an Acquired Corporation to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of BusinessEncumbrances; (lm) any (i) loan by the Company an Acquired Corporation to any Person, Person or (ii) the incurrence or guarantee by the Company an Acquired Corporation of any Indebtedness by the Companyindebtedness for borrowed money; (mn) any (i) adoption, establishment, entry into or amendment by the Company an Acquired Corporation of any Pension Scheme Company Employee Plan or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors directors, officers or officers employees of any Acquired Corporation except in the CompanyOrdinary Course of Business; (no) any change of the methods of accounting or accounting practices of the Company any Acquired Corporation in any material respect; (op) any material Tax election by the Companyby, or pertaining to, any Acquired Corporation; (pq) any commencement or settlement of any Legal Proceeding by the Companyany Acquired Corporation; andor (qr) any agreement or commitment to take any of the actions referred to in clauses (cb) through (pq) above.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 As of the Seller Parties Disclosure Scheduledate of this Agreement, since the Balance Sheet DateMost Recent Fiscal Year End and except as disclosed in (S) 3.11 of the Disclosure Schedule, the Company has conducted its business only in the Ordinary Course of Business and none and, without limiting the generality of the following actions or events foregoing, there has occurrednot been: (a) any material losssale, damage or destruction tolease, transfer, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver assignment of any of the rights Company's assets, tangible or intangible, other than sales of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of inventory in the Ordinary Course of Business; (jb) any write-off as uncollectibleagreement, contract, lease, license, instrument or establishment other arrangement, whether written or oral (each, a "Contract") (or series of any extraordinary reserve with respect to, any Indebtedness of the Company; (krelated Contracts) any pledge of any assets of or sufferance of any of the assets of entered into by the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made other than in the Ordinary Course of Business; (lc) any acceleration, termination, modification, or cancellation of any Material Contract (ior series of related Contracts which are material) loan to which the Company is a party or by which it is bound; (d) creation or imposition of any Lien (other than a Permitted Lien) upon the Company's assets, tangible or intangible; (e) any single capital expenditure (or series of related capital expenditures) by the Company to involving more than $100,000; (f) any Personcapital investment by the Company in, any loan to, or any acquisition of the securities or assets of, any other Person (iior series of related capital investments, loans, and acquisitions) other than loans to employees in connection with the incurrence Company's computer purchase and tuition loan programs; (g) any issuance by the Company of any note, bond, or other debt security or any creation, incurrence, assumption or guarantee by the Company of any Indebtedness Indebtedness; (h) any delay or postponement by the Company of the payment of its accounts payable and other Liabilities outside the Ordinary Course of Business; (i) any cancellation, compromise, waiver, or release by the Company of any material right or claim or Indebtedness; (j) any grant by the Company of any license or sublicense of any rights (other than in the Ordinary Course of Business) or any modification of any of the Company's rights under or with respect to, or any settlement regarding any infringement of its rights to, any Intellectual Property; (k) any issuance, sale, or other disposition by the Company of any of its capital stock, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock; (l) any dividend or distribution (whether in cash or in kind) or repurchase, redemption or retirement by the Company of any of its capital stock (other than as permitted by (S) 5.3(i)(B)); (m) any notification or, to the Knowledge of the Company, threat of one or more material distributors, customers or suppliers that it or they (i) adoption, establishment, entry into have terminated or amendment by intend to terminate or are considering terminating their respective business relationships with the Company of any Pension Scheme or (ii) payment of any bonus have modified or any profit sharing or similar payment to, or material increase intend to modify such relationships with the Company in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of a manner which is materially less favorable to the Company; (n) any change of material damage, destruction, or loss (whether or not covered by insurance) to the methods of accounting or accounting practices of the Company in any material respectCompany's assets; (o) any material Tax election by loan to, or entry into any other transaction with the Company by, any of the Company's directors, officers, or employees; (p) any commencement or settlement of any Proceeding entry by the Company; andCompany into any (i) Contract providing for the employment of, or consultancy by, any individual on a full-time, part-time, consulting or other basis or providing severance or retirement benefits or (ii) any collective bargaining agreement, or any written modification or change of the terms of such existing Contract or collective bargaining agreement; (q) any agreement increase, modification or commitment change in the compensation of any of the employees (other than any director, officer or Seller) of the Company (except in the Ordinary Course of Business); (r) any adoption, amendment, modification or termination of any Employee Benefit Plan of the Company under which benefits are provided to take any director, officer, or employee of the Company, or any action taken with respect to any other Employee Benefit Plan (except for any of such actions as may occur by operation of law); (s) any charitable contribution by the Company or any pledge by the Company to make any charitable contribution; (t) any modification or change (i) in the Company's accounting methods or practices or (ii) of the application of GAAP from the manner in which it was applied in the Most Recent Financial Statements; or (u) any Contract by the Company or any Seller to take, or suffer to be taken, any of the actions referred to described in clauses (ca) through (p) abovet).

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Since the date of the Seller Parties Disclosure Schedule, since the Most Recent Balance Sheet DateSheet, the Company has conducted its business only in the Ordinary Course of Business and none of the following actions or events ordinary course consistent with past practices, and, except as set forth on Schedule 4.20, there has occurrednot been: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (ib) any declaration, accrual, set aside issuance or payment grant of any dividend equity securities or any subscriptions, warrants, options or other distribution in respect agreements or rights of any shares kind whatsoever to purchase or otherwise receive or be issued any equity securities or any securities or obligations of capital stock any kind convertible into, or exercisable or exchangeable for, any equity securities of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any salerecapitalization, issuance reclassification, split or grant, or authorization of like change in the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities capitalization of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document organizational documents of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification including the articles of shares, share split, reverse share split or similar transaction involving incorporation and bylaws; (i) an increase in the compensation of officers and directors of the Company, except in the ordinary course of business, or (ii) any grant of any extraordinary bonus to any employee, director or consultant of the Company. Notwithstanding the foregoing, the parties to this Agreement each acknowledge and agree that, prior to the Closing, the Company may make a distribution to the Seller; (f) any the creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or Lien other interest in any other Personthan Permitted Liens; (g) sale, assignment, transfer, conveyance, lease or other disposition of any capital expenditure by of the Company which, when added to all other capital expenditures made on behalf properties or assets of the Company since except in the Balance Sheet Date, exceeds €ordinary course of business; (h) the acquisition of any properties or assets or the entering into commitments for capital expenditures of the Company except those that do not exceed $10,000 for any individual acquisition or commitment and $20,000 for all acquisitions and commitments in the aggregate; (hi) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course ordinary course of Businessbusiness, any action by investments in or loans to, or payment of any fees or expenses to, or the entering into or modification of any contract with, the Seller or any of its respective Affiliates; (j) the commencement of any contract which materially restricts the ability of the Company to compete with, or conduct, any business or line of business in any geographic area; (ik) enter any making, revoking or changing any material Tax election or settling or compromise any material Tax Liability; (l) any making of any payments for purposes of settling any dispute; (m) any entering into any transaction with any stockholder, officer, director, employee or suffer any Affiliate or family member of such Person; (n) the assets owned incurring of any Indebtedness or used by it the entering into any agreement with respect to become bound by future Indebtedness; (o) any termination of any Material Contract (as defined in Section 3.16)or waiver, release or (ii) amend assignment any rights or terminate, or waive any material right or remedy under, claims under any Material Contract; (ip) failure to file any (i) acquisitionTax Return when due or failure to cause each such Tax Return when filed to be true, lease complete and correct in all material respects or license by the Company of fail to pay any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of BusinessTaxes when due; (jq) the hiring of any new employee; (r) any write-change to its accounting methods, principles, policies, procedures or practices, except as may be required by GAAP; (s) any write off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Companyaccount receivable or other Indebtedness; (kt) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the CompanyProceeding; andor (qu) any agreement agreement, undertaking or commitment (whether written or otherwise) to take do any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleSchedule 4.15, since the date of the CSR Balance Sheet DateSheet, the Company each of CSR and its Subsidiaries has conducted its business only in the Ordinary Course of Business and none of the following actions or events there has occurrednot been any: (a) any material loss, damage change in authorized or destruction toissued capital stock of, or any material interruption in the use of, other equity interests in; CSR or any of the assets its Subsidiaries; grant of the Company (whether any stock option or not covered right to purchase shares of capital stock, of or other equity interests in, CSR or any of its Subsidiaries; issuance of any security convertible into such capital stock or other equity interests; grant of any registration rights; purchase, redemption, retirement or other acquisition by insurance) that has had CSR or could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside of its Subsidiaries of any shares of any such capital stock or other equity interests; or declaration or payment of any dividend or any other distribution or payment in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securitiesequity interests; (b) amendment to the Organizational Documents of CSR or any of its Subsidiaries; (c) payment or increase by CSR or any saleof its Subsidiaries of any bonuses, issuance or grantsalaries, or authorization of the issuance ofother compensation to any stockholder, (i) shares or other securities of the Companydirector, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, officer or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, or increase in the payments to or benefits under, any action profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of CSR or any of its Subsidiaries; (e) damage to or destruction or loss of any asset or property of CSR or any of its Subsidiaries, whether or not covered by the Company to insurance, that would have a Material Adverse Effect on CSR or any of its Subsidiaries; (f) entry into, termination or acceleration of, or receipt of notice of termination of (i) enter into any material license, distributorship, dealer, sales representative, joint venture, credit or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), similar agreement or (ii) amend any Contract or terminatetransaction involving a Liability by or to CSR or any of its Subsidiaries of at least $10,000; (g) sale (other than sales in the Ordinary Course of Business), lease or waive other disposition of any material right asset or remedy underproperty of CSR or any of its Subsidiaries or mortgage, pledge or imposition of any Material Contractlien or other Encumbrance on any material asset or property of CSR or any of its Subsidiaries, including the sale, lease or other disposition of any of the CSR Intellectual Property Assets; (h) delay or failure to repay when due any obligation, including without limitation, accounts payable and accrued expenses; (i) any (i) acquisition, lease or license by the Company accrual of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, expenses except for rights or other assets acquired, leased, licensed or disposed of such accruals in the Ordinary Course of Business; (j) any write-off as uncollectible, or establishment capital expenditures in excess of any extraordinary reserve with respect to, any Indebtedness of the Company$10,000; (k) any pledge cancellation or waiver of any assets claims or rights with a value to CSR or any of its Subsidiaries in excess of $10,000; (l) any payment, discharge or sufferance satisfaction of any Liability by CSR or any of its Subsidiaries, other than the assets payment, discharge or satisfaction of the Company to become subject to any EncumbranceLiabilities, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (lm) incurrence of or increase in, any (i) loan by Liability, except in the Company to any PersonOrdinary Course of Business, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) deferred payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable tofailure to pay when due, any of the directors or officers of the CompanyLiability; (n) material change in the accounting methods used by CSR or any change of the methods of accounting or accounting practices of the Company in any material respect;its Subsidiaries; or (o) agreement, whether oral or written, by CSR or any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment its Subsidiaries to take do any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 of the Seller Parties Disclosure ScheduleSince December 31, since the Balance Sheet Date2021, (a) the Company has conducted its business only in the Ordinary Course ordinary course of Business business, (b) there has not been any Material Adverse Effect and none (c) except as set forth in Section 3.7 of the following actions or events Company Disclosure Schedule, the Company has occurrednot, and has not taken any action to: (ai) amend its Governing Documents; (ii) issue, sell or pledge any material loss, damage equity interests of the Company or destruction tosecurities convertible into or exchangeable for any such equity interests, or any material interruption options, warrants or rights to acquire any such equity interests or other convertible securities; (iii) effect any recapitalization, reclassification, equity interest split, combination or like change in the use capitalization of the Company, or amend the terms of any outstanding equity interests, or any options, warrants or rights to acquire any such equity interests or other convertible securities of the Company; (iv) purchase, redeem or otherwise acquire any outstanding equity interests, options, warrants, convertible or exchangeable securities or any other securities of, or other ownership interests in, the Company; (v) declare, set aside or pay any dividend or other distribution in respect of its equity interests; (vi) (A) enter into, amend or modify any employment agreement, (B) made any change in employment terms for any of the assets its managers, officers or employees, or (C) made or granted any bonus or any wage, salary or compensation increase to any officer, employee, partner or sales representative, group of employees or consultants or made or granted any material increase in any employee benefit plan, program, policy or arrangement, or materially amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except as required by applicable Law; (vii) enter into any Contract or other agreement with any labor union; (viii) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (ix) make any change in its accounting methods, principles or practices; (x) make any loans or advances of money to or investments in any Person, except for advances to employees or officers of the Company for expenses incurred in the ordinary course of business; (xi) make any commitment to pay severance to any of its directors, officers, employees or consultants; (xii) make any capital expenditures in excess of $20,000 in any one case or $100,000 in the aggregate; (xiii) incur any Indebtedness (other than indebtedness that will be Closing Indebtedness at the time of Closing); (xiv) make any acquisition of all or any material part of the assets, properties, capital stock or business of any other Person; (xv) suffer any material damage, distribution or loss (whether or not covered by insurance) to any of its assets; (xvi) make any sale, transfer, lease, pledge, creation of any Encumbrance upon, license, assignment or other disposal of any of its material assets (other than Company Products or licensed on a non-exclusive basis in the ordinary course of business); (xvii) make any Tax election or change of any Tax election, settlement or compromise of any Tax liability, change any accounting method in respect of Taxes, file any amendment to a Tax Return, enter into any closing agreement, settlement of any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, for any Tax period or portion thereof beginning on or after the Closing Date; (xviii) settle, waive, discharge, release or satisfy any claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) exceeding $10,000 individually or $50,000 in the aggregate; (xix) conduct its cash management customs and practices other than in the ordinary course of business (including with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures, pricing and credit practices and operation of cash management practices generally); (xx) accelerated collection of, or discounted, accounts receivable or taken any action or failed to take any commercially reasonable action, in each case outside the ordinary course of business, that has had had, or could reasonably be expected to have a Material Adverse Effecthave, the effect of accelerating to pre-Closing periods sales to customers or others that would otherwise reasonably be expected to occur after the Closing; (ixxi) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, amend, restate, supplement or waive any material right or remedy under, rights under any Material Contract; (ixxii) any (i) acquisitionpurchase, lease sell, assign, transfer, license, lease, abandon or license by the Company otherwise dispose of any material right or Intellectual Property, other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of than non-exclusive licenses granted in the Ordinary Course ordinary course of Businessbusiness; (jxxiii) any write-off as uncollectible, or establishment received notice of any extraordinary reserve with respect to, any Indebtedness of the Company;third-party claims; or (kxxiv) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made agree in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Company; (n) any change of the methods of accounting or accounting practices of the Company in any material respect; (o) any material Tax election by the Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment writing to take any of the actions referred to in clauses (c) through (p) aboveforegoing actions.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Since the date of the Seller Parties Disclosure ScheduleInterim Balance Sheet, since the Balance Sheet Date, the each Acquired Company has conducted its business only in the Ordinary Course of Business and none of the following actions or events has occurred: (a) any material lossCourse, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or except such changes that have not covered by insurance) that has had or could would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Balance Sheet, there has not been with respect to any Acquired Company any: (a) amendment or authorization of any amendment to any of its Governing Documents (except for the Charter Amendment contemplated by Section 6.19); (ib) change in its authorized or issued Equity Interests, or issuance, sale, grant, repurchase, redemption, pledge or other disposition of or Encumbrance on any Equity Interests, except for grants of Options in the Ordinary Course or the issuance of any Equity Interests upon the exercise of any Options; (c) split, combination or reclassification of any of its Equity Interests; (d) declaration, accrual, set setting aside or payment of any dividend dividend, bonus or any other distribution (whether in cash, securities or other property) in respect of any shares of Company Capital Stock; (e) (i) issuance, incurrence, assumption, guarantee or amendment of any Indebtedness, except in the Ordinary Course, (ii) loans, advances or capital stock contributions to, or investment in, any other Person, other than in the Ordinary Course or (iii) entry into any hedging Contract or other financial agreement or arrangement designed to protect any Acquired Company against fluctuations in commodities prices or exchange rates; (f) sale, lease, license, pledge or other disposition of, or any damage to, destruction of or Encumbrance on, any of its properties or assets of value greater than $100,000 (other than sales of inventory and other transactions in the Ordinary Course); (g) acquisition (i) by merger or consolidation with, or by purchase of all or a substantial portion of the Companyassets or any stock of, or by any other manner, any business or Person or (ii) any repurchase, redemption or other acquisition by the Company of any shares properties or assets that are material to any Acquired Company individually or in the aggregate, except purchases of capital stock or other securitiesless than $250,000, in the aggregate, and acquisitions of inventory in the Ordinary Course; (ch) any sale, issuance or grant, or authorization of the issuance of, (i) shares modification, acceleration, cancellation or other securities termination of, or receipt of notice of cancellation or termination of, any Contract (or series of related Contracts) which involves a total remaining commitment by or to any Acquired Company of at least $250,000 or (ii) entry into any Contract (or series of related Contracts) outside of the Ordinary Course; (i) to the Company’s Knowledge, disclosure of any material secret or confidential Intellectual Property (except by way of issuance of a patent) to any third party, unless such disclosure is subject to a confidentiality or non-disclosure covenant protecting the confidentiality thereof, or lapse or abandonment of any material Company Intellectual Property (or any registration or grant thereof or any application relating thereto); (i) abandonment, sale, assignment or grant of any security interest in or to any material item of the Company Intellectual Property, including any failure to perform or cause to be performed all applicable filings, recordings and other acts, and pay or caused to be paid all required fees and Taxes, to maintain and protect its interest in such Company Intellectual Property, (ii) grant to any optionthird party of any license with respect to any material Company Intellectual Property, warrant or right other than licenses of Company Software and platforms to acquire any shares or any other securities the customers of the CompanyAcquired Companies in the Ordinary Course, or (iii) development, creation or invention of any instrument convertible into Intellectual Property jointly with any third party (other than such joint development, creation or exchangeable for shares or other securities invention with a third party that is in progress prior to the date of the Company; (d) any amendment or waiver of any of the rights of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Company which, when added to all other capital expenditures made on behalf of the Company since the Interim Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16Sheet), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisitionexcept as required by Law or contemplated by this Agreement, lease adoption, entry into, termination or license by the Company amendment of any material right Company Plan, collective bargaining agreement or other material asset from any other Personemployment, severance or similar Contract, (ii) sale increase in the compensation or fringe benefits of, or payment of any bonus to, any director, officer, employee or consultant or other disposal or lease or license by the Company of any material right or other material asset to any other Personindependent contractor, or (iii) waiver amendment or relinquishment by acceleration of the Company payment, right to payment or vesting of any rightcompensation or benefits, except (iv)payment of any benefit not provided for rights as of the date of this Agreement under any Company Plan, (v) grant of any awards under any bonus, incentive, performance or other assets acquiredcompensation plan or arrangement or benefit plan, leasedincluding the grant of stock options, licensed stock appreciation rights, stock based or disposed stock related awards, performance units or restricted stock, or the removal of existing restrictions in any Company Plans or Contracts or awards made thereunder or (vi) any action, other than in the Ordinary Course to fund or in any other way secure the payment of Business; (j) compensation or benefits under any write-off as uncollectible, or establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any pledge of any assets of or sufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of BusinessPlan; (l) cancellation, settlement, release or waiver of any claims or rights (ior series of related claims or rights) loan by the Company with a value to any Person, or (ii) the incurrence or guarantee by the Acquired Company of any Indebtedness by the Companyexceeding $50,000; (m) settlement in connection with any (i) adoption, establishment, entry into or amendment by the Company of Proceeding involving any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors or officers of the Acquired Company; (n) any change capital expenditure or other expenditure with respect to property, plant or equipment in excess of $250,000 in the methods of accounting or accounting practices of aggregate for the Company in any material respectAcquired Companies taken as a whole; (o) change in accounting principles, methods or practices or investment practices, other than any material Tax election by the Companychanges as were necessary to conform with GAAP; (p) any commencement material change in payment or settlement of any Proceeding by the Company; andprocessing practices or policies regarding intercompany transactions; (q) acceleration or delay in the payment of accounts payable or other Liabilities or in the collection of Accounts Receivable (based on, with respect to the collection of the Accounts Receivable, activities within the control of the Acquired Companies) other than in the Ordinary Course; (r) (i) making or rescission of any express or deemed election relating to Taxes, (ii) change in its entity classification for U.S. tax purposes, (iii) settlement or compromise regarding any Proceeding, audit or controversy relating to Taxes, (iv) filing of an amended Tax Return, (v) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or (vi) change in any respect the method of reporting any item for Tax purposes; or (s) agreement or commitment by any Acquired Company to take do any of the actions referred to in clauses (c) through (p) aboveforegoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.15 Since the date of the Seller Parties Disclosure Schedule, since the Balance Sheet DateSheet, the Company has conducted its business only in the Ordinary Course of Business Business, there has not been any Company Material Adverse Effect and none of the following actions or events there has occurrednot been: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance) that has had or could reasonably be expected to have a Company Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of the Company, or (ii) any repurchase, redemption or other acquisition by the Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares any capital stock or other securities security of the CompanyCompany (except for Company Common Stock issued upon the valid exercise of outstanding Company Stock Options), (ii) any option, warrant or right to acquire any shares capital stock or any other securities security of the Company, Company (except for Company Stock Options) or (iii) any instrument convertible into or exchangeable for shares any capital stock or other securities security of the Company; (d) any amendment or waiver of to any of the rights Governing Document of the Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Company, or any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share stock split, reverse share stock split or similar transaction involving the Company; (fe) any creation of any Subsidiary of the Company or acquisition by the Company of any equity interest or other interest in any other Person; (gf) except as set forth in Section 2.7(f) of the Company Disclosure Schedule, any single capital expenditure by the Company which, when added to all other capital expenditures made on behalf which exceeds $100,000; (g) except as set forth in Section 2.7(g) of the Company since the Balance Sheet DateDisclosure Schedule, exceeds €10,000 in the aggregateany sale of a Company Oil and Gas Property; (h) except in the Ordinary Course of Business, any action by the Company to (i) enter into into, or suffer any of the assets owned or used by it to become bound by by, any Company Material Contract (as defined in Section 3.16)Contract, or (ii) amend or terminate, or waive any material right or remedy under, any Company Material Contract; (i) any (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, Person or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) any write-off as uncollectibleuncollectible of, or establishment of any extraordinary reserve in excess of $50,000 with respect to, any Indebtedness account receivable or other indebtedness of the CompanyCompany outside the Ordinary Course of Business; (k) any pledge of any assets of of, or sufferance of any of the assets of of, the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges or sufferances of immaterial assets made in the Ordinary Course of Business; (l) any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Indebtedness by the Company; (m) any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any stock option plan, stock bonus or any profit sharing or similar payment toplan, or material increase in the amount of the wages, salary, commissions, fringe benefits incentive compensation plan; (m) any employment or other compensation or remuneration payable to, any of the directors or officers of severance agreement (not terminable at will) entered into by the Company; (n) change in any Company Plan or other Benefit Plan; (o) any change of the methods of accounting or accounting practices of the Company in any material respect; (op) any material Tax election by the Company; (pq) any commencement or settlement of any Proceeding by the CompanyCompany which exceeds $25,000; andor (qr) any agreement or commitment to take any of the actions referred to in clauses (cb) through (pq) above.