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

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed set forth in the Company SEC Documents filed prior Letter or, with respect to changes after the execution date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practiceas expressly permitted by clauses (i) through (xvii) of Section 5.1, and since December 31, 2002 1999, (a) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options or the Company Stock Purchase Plan or upon the exercise of the Hiway Warrants, and except for payments with respect to the Preferred Shares required to be made under the Deposit Agreement dated as of July 20, 1999 (the "Deposit Agreement") between the Company and Norwest Bank Minnesota, N.A. and dividends with respect to the Preferred Shares required to be paid under the terms thereof, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (b) there has not been (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have adoption of a Material Adverse Effect on the Company, new Company Benefit Plan (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)hereinafter defined), (cii) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the amendment to a Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiesBenefit Plan materially increasing benefits thereunder, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiii) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, bonus severance or other termination benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by filed prior to the terms of Section 5.1(k), date hereof or (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iiiiv) any entry by the Company or any of its Subsidiaries intointo any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or other key employee, except with non-key employees (c) there have not been any material changes in the ordinary course amount or terms of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the indebtedness of the Company or any of and its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually from that described in the Company SEC Documents filed prior to the date hereof or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, Draft Form 10-Q and (viid) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have there has been no event causing a Material Adverse Effect on the Company, nor any lapsedevelopment that would, reversionindividually or in the aggregate, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have result in a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as contemplated by this Agreement may be disclosed in the Reports or as otherwise disclosed in Section 3.7 3.1(f) of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedule, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicesince September 30, and since December 31, 2002 1998 there has not been (ai) any events or occurrences that individually or change in the aggregate would business, assets, financial condition or results of operations of the Company or its Subsidiaries or any other event which in any such case has had or could reasonably be expected to have a Material Adverse Effect on Effect; (ii) any damage, destruction or loss, whether covered by insurance or not, having a material adverse effect upon the Company, properties or business of the Company and the Subsidiaries taken as a whole; (biii) any declaration, setting aside or payment of any dividend dividend, or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares redemption or other securities, (d) any split, combination or reclassification acquisition by the Company of any of its capital stock; (iv) any issuance by the Company's capital stock , or commitment of the Company to issue, any issuance shares of its Common Stock or the authorization of any issuance of any other securities in respect of, in lieu of convertible into or in substitution exchangeable for shares of the Company's capital stock, its Common Stock; (e)(iv) any granting increase in the rate or terms of compensation payable or to become payable by the Company or any of Subsidiary to its Subsidiaries to any current directors, officers or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefitskey employees, except for normal annual merit increases in cash compensation to non-officer employees occurring in the ordinary course of business consistent in accordance with its customary past practice practices; (vi) any grant or as was required under any employment agreements in effect as of the date of the most recent financial statements included increase in the Company SEC Documents and other than as expressly permitted by the rate or terms of Section 5.1(k)any bonus, (ii) any granting by the Company or any of its Subsidiaries to any such current or former directorinsurance, officer or employee of any increase in pension, severance or termination payother employee benefit plan, payment or arrangement made to, for or with any directors, officers or key employees, except to non-officer employees increases occurring in the ordinary course of business consistent in accordance with its customary past practice, practices; (iiivii) any entry change by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices except as required by generally accepted accounting principles; (viii) an entry into any agreement, commitment or transaction by the Company or any of Subsidiary which is material to the Company and its Subsidiaries materially affecting their respective assetstaken as a whole, liabilitiesexcept agreements, results of operations commitments or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than transactions in the ordinary course of business; (ix) any stock split, reverse stock split, combination or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge reclassification of the Company, by any other party thereto), Common Stock; (x) any revaluation by change in the terms and conditions of the Company or any of its Subsidiaries of any of their respective material assets Stock Option Plans except as contemplated hereby; or (xi) any agreement or commitment, whether in writing or otherwise, to take any action described in this subsection 3.1(f). Since December 31, 1997, the Company and the Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course, consistent with past custom and practice, except as contemplated by this Agreement and except to the extent such conduct would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonEffect.

Absence of Certain Changes or Events. Except as disclosed in the Company Reports, as contemplated by this Agreement or as disclosed in Section 3.7 set forth on Schedule 4.1(g) of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedules, since September 30, 2005, the Company and has conducted its Subsidiaries have conducted their business only businesses in the ordinary course and in a manner consistent with past practice, and since December 31, 2002 there has not been been: (ai) any events event that has had, or occurrences that could reasonably be expected to have, individually or in the aggregate would reasonably be expected to have aggregate, a Company Material Adverse Effect on Effect; (ii) any material change by the CompanyCompany in its accounting methods, principles or practices except for any such change required by reason of a concurrent change in U.S. GAAP; (biii) any revaluation by the Company of any material asset (including any writing-down of the value of inventory or writing-off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice; (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to of any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any optionsredemption, warrants, calls or rights to acquire such shares purchase or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting acquisition by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), its securities; (iiv) any granting by amendment of any material term of any outstanding security of the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, Subsidiaries; (vi) any Tax election thatsettlement or compromise of any material litigation, individually action or claim; (vii) any establishment or material amendment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan or any material increase in the aggregate, would reasonably be expected compensation payable or to adversely affect in become payable to any material respect the Tax liability officers or Tax attributes key employees of the Company or any of its Subsidiaries, (vii) any settlement or compromise except for salary increases and benefit accruals pursuant to the Company Compensation and Benefit Plans in the ordinary course of any material income Tax liability, business; (viii) any acquisitionincurrence, sale assumption or transfer of any material asset of guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practice; (ix) any creation or other incurrence by the Company or any of its Subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice, ; (ixx) any entering into by the Company or any of its Subsidiaries making of any material contract loan, advance or agreement, capital contributions to or material amendment or termination of investment in any material contract or agreement (Person other than loans, advances or capital contributions to or investments in its wholly-owned Subsidiaries in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets business consistent with past practice; or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or other casualty loss (whether or not covered by insurance) with respect to any affecting the business or assets of the Company or any of its Subsidiaries that would has had, or could reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonEffect.

Absence of Certain Changes or Events. Except as disclosed in the Commission Documents filed and publicly available prior to the date of this Agreement or in Section 4.5 of the Disclosure Schedule and except for the Transactions contemplated by this Agreement or as disclosed in Section 3.7 Agreement, since the date of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed most recent audited financial statements included in the Company SEC Documents filed prior to the execution of this AgreementCommission Documents, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside aside, or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) or any purchase, redemption or other acquisition of any shares of Subsidiary's outstanding capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiesequity interests, (db) any split, combination combination, or reclassification of any of the Company's or any Subsidiary's outstanding capital stock (or equity interests) or any issuance or the authorization of any issuance of any capital stock or other securities in respect of, in lieu of or in substitution for shares of the Company's its outstanding capital stock, (e)(ic) (x) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other employee of the Company or any of its Subsidiaries of any material increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Commission Documents, (iiy) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or other employee of any material increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, severance, or termination agreements in effect as of the date of the most recent audited financial statements included in the Commission Documents or (iiiz) any entry by the Company or any of its Subsidiaries intointo any material employment, severance, or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or other employee, except with non-key employees in the ordinary course of business consistent with past practice, or (ivd) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, results of operations or businesses, (viexcept insofar as may have been required by a change in generally accepted accounting principles. The Company has available to it a borrowing capacity of at least $24.2 million as provided for in Section 4.09(b)(vii) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonIndenture.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 3.1(m) of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedule, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 2005 (i) there has not been (a) any events or occurrences that individually or change, or, to the knowledge of Company, any event involving a prospective change, in the aggregate would reasonably be expected business, financial condition or results of operations or, to have a Material Adverse Effect on the knowledge of Company, (b) any declaration, setting aside or payment prospects of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any optionsin the relationship of Company or its Subsidiaries with respect to their employees, warrantscreditors, calls suppliers, distributors, customers or rights others with whom they have business relationships, which has had, or would be reasonably likely to acquire such shares or other securitieshave, a Material Adverse Effect on Company, (dii) any split, combination or reclassification Company and each of its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices and neither Company nor any of its Subsidiaries has taken any action or entered into any transaction, and, to the knowledge of Company, no event has occurred, that would have required Commerce or Sub's capital stock consent pursuant to Section 4.1 of this Agreement if such action had been taken, transaction entered into or any issuance or the authorization of any issuance of any other securities in respect ofevent had occurred, in lieu each case, after the date of or in substitution for shares of the Company's capital stockthis Agreement, (e)(i) any granting by the nor has Company or any of its Subsidiaries entered into any agreement, plan or arrangement to do any current of the foregoing, (iii) there have been no dividends or former other distributions declared, set aside or paid in respect of Company Common Stock, nor has any action with respect to Company Common Stock proscribed by Section 4.1 of this Agreement occurred or been taken, and (iv) Company and its Subsidiaries have not entered into any employment contract with any director, officer or other employee salaried employee, paid any or made any accrual or arrangement for payment of the Company bonuses or its Subsidiaries special compensation of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company kind or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except pay to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets officers, employees or (xi) except as would not individually or in directors, increased the aggregate reasonably be expected to have a Material Adverse Effect on the Companyrate of compensation, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture ofif any, or investment ininstituted or made any material increases in any officer's, the equity employee's or debt securities of any Persondirector's welfare, retirement or similar plan or arrangement, other than annual and merit increases made in accordance with past practices and procedures.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementdate hereof and publicly available, since July 1, 2005, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past prior practice, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on Change in the Company, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's ’s capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of (A) any increase in compensation, compensation or (B) any right to participate in (by way of bonus or other benefitsotherwise) the profits of the Company, except for normal annual merit increases except, in cash compensation to non-officer employees each case, in the ordinary course of business consistent with past prior practice or as was required under any employment agreements or salary or wage policies in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by filed prior to the terms date hereof (a list of all such employment agreements or salary or wage policies being set forth in Section 5.1(k3.1(g) of the Company Disclosure Schedule), (iiv) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practiceCompany SEC Documents filed prior to the date hereof and publicly available, (iiivi) any entry into, or renewal or modification, by the Company of any employment, consulting, severance or any of its Subsidiaries into, or any amendments of, any Benefit Plan termination agreement with any current officer, director or former director, officer or employee, except with non-key employees in employee of the ordinary course of business consistent with past practiceCompany, (ivvii) any amendment todamage, destruction or modification ofloss, any Company Stock Optionwhether or not covered by insurance, that has or would have a Material Adverse Effect on the Company, (vviii) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilitiesliabilities or business, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into other action taken by the Company or any of its Subsidiaries of any material contract or which, if Section 4.1 had then been in effect, would have been prohibited by such Article if taken without Parent’s consent (and no agreement, understanding, obligation or material amendment or termination of commitment to take any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party theretosuch action exists), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution date hereof (the "Filed SEC Documents") or in Section 2.6 of the Disclosure Schedule or as otherwise contemplated or permitted by this Agreement, since the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice(which conduct has not had a Material Adverse Effect), and since December 31except as otherwise expressly permitted by this Agreement, 2002 there has not been (ai) any events event, effect or occurrences that individually change which has had or in the aggregate which would reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's outstanding capital stock (other than as expressly permitted by regular quarterly cash dividends of $.08 per Common Share in accordance with usual record and payment dates and in accordance with the terms of Section 5.1(a)Company's present dividend policy), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its outstanding capital stock, (e)(iiv) (a) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer the case of employees in the ordinary course of business consistent with past practice prior practice, or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iib) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or other employee of any increase in severance or termination pay, except to non-officer employees as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practiceFiled SEC Documents, (iiic) any entry by the Company or any of its Subsidiaries intointo any employment, severance, change of control, termination or any amendments of, any Benefit Plan similar agreement with any current officer, director or former director, officer or other employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in the method of accounting methods, principles or practices policy used by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, except as disclosed in the financial statements included in the Filed SEC Documents, (viivi) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, loss or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of interference with the Company's business or assets from fire, by any accident, flood or other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss casualty (whether or not covered by insurance) with respect to any assets of the Company that has had or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company Effect; or (gviii) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personmaterial increase in indebtedness.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of Reports, as set forth on Schedule 5.6 or as contemplated by this Agreement, since September 30, 1998 (i) the business of the Company has been carried on only in the ordinary and usual course; (ii) there has not been any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries have conducted their business only in or any development or combination of developments of which the ordinary course and consistent with past practiceCompany has knowledge that, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would aggregate, has had or is reasonably be expected likely to have a Material Adverse Effect on Effect; (iii) neither the CompanyCompany nor any of its Subsidiaries has amended its Certificate of Incorporation or By-laws; (iv) the Company has not split, (b) combined or reclassified the Shares or any declaration, setting aside or payment capital stock of any dividend or other distribution of its Subsidiaries; (whether in cash, stock or propertyv) with respect to neither the Company nor any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))its Subsidiaries has entered into or amended in any material respect any employment or severance agreement with any officer, (c) any purchase, redemption director or other acquisition of any shares of capital stock or any other securities key employee of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, Subsidiaries; (dvi) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by neither the Company or nor any of its Subsidiaries intohas increased the compensation or fringe benefits of, or paid any amendments ofbonuses to, any Benefit Plan with any current director or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, thereof; (ivvii) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by neither the Company or nor any of its Subsidiaries materially affecting their respective assetshas declared or set aside or paid any dividend or other distribution payable in cash, liabilities, results stock or property with respect to the Company's capital stock or that of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries (other than in the ordinary course of business consistent with past practice, (ix) any entering into by regular quarterly cash dividends on the Company Common Stock not exceeding $.01 per share or dividends or advances from a wholly-owned Subsidiary of the Company to its parent or the Company); and (viii) neither the Company nor any of its Subsidiaries of any material contract or agreementhas changed its accounting methods, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually required by GAAP or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonSEC.

Absence of Certain Changes or Events. Except as contemplated by disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter Letter, since October 31, 1997 (including those actions not prohibited under Section 5.1A) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent) or, through the date hereof, entered into any material oral or written agreement or other transaction that is not in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (a) any events of business or occurrences that individually or would result in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bB) the Company and its Subsidiaries have not sustained any declarationloss or interference with their business or properties from fire, setting aside or payment of any dividend flood, windstorm, accident or other distribution calamity (whether in cash, stock or propertynot covered by insurance) with respect to any of that has had a Material Adverse Effect on the Company's , (C) through the date hereof, there has been no change in the capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of except for the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital Company Common Stock pursuant to Company Stock Options and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (e)(iD) there has not been (x) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiy) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees agreements in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practice, Company SEC Documents or (iiiz) any entry by the Company or any of its Subsidiaries intointo any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, and (ivE) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have there has been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have no event causing a Material Adverse Effect on the Company, nor any lapsedevelopment that would, reversionindividually or in the aggregate, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have result in a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as set forth on Section 3.8 of the Company Schedule of Exceptions, since December 31, 2010, until the date of this Agreement, and except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and each Subsidiary has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, practice and since December 31, 2002 there has not been (a) any events change, event or occurrences that individually occurrence which has had or in the aggregate would reasonably be expected to have a Company Material Adverse Effect on the Company, Effect; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's ’s capital stock (other than as expressly permitted by the terms of Section 5.1(a)), stock; (c) any purchaseredemption, redemption repurchase or other acquisition of any shares of capital stock or any other securities of the Company (other than in connection with the forfeiture or any exercise of its Subsidiaries equity based awards, Options in accordance with existing agreements or any options, warrants, calls or rights to acquire such shares or other securities, terms); (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or to any of its Subsidiaries to any current directors, officers or former director, officer or other employee of the Company or its Subsidiaries employees of any material increase in compensation, bonus compensation or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was that are required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), Plan; (iie) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of the right to receive any increase in severance or termination pay, except as provided for under any plan or agreement in effect prior to non-officer employees in the ordinary course of business consistent with past practiceDecember 31, 2010; (iiif) any entry by the Company or any of its Subsidiaries intointo any employment, consulting, indemnification, termination, change of control or any amendments of, any Benefit Plan severance agreement or arrangement with any current present or former director, officer or employeeemployee of the Company, except with non-key employees in the ordinary course or any amendment to or adoption of business consistent with past practice, any Company Plan or collective bargaining agreement; (ivg) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a material change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assetsin its accounting principles, liabilities, results of operations except as may be required to conform to changes in statutory or businesses, regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (vih) any material change in a Tax election thatGroup tax accounting period or method or settlement of a material Tax claim or assessment, individually or in the aggregateeach case, would reasonably be expected relating to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge Subsidiary of the Company, unless required by any other party thereto), (x) any revaluation by the Company GAAP or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personapplicable Law.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 4.12 of the Company OrthAlliance Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedule, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been 2000, none of OrthAlliance or its Subsidiaries has: (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries operated other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (ixc) any entering into by the Company acquired or any of its Subsidiaries of agreed to acquire any material contract or agreementassets, or material amendment entered into any OrthAlliance Service and Consulting Agreements or termination acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any material contract or agreement (assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or default by terminated, or suffered or received notice of the Company termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries underor in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material contract to which the Company litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of its Subsidiaries is a party accounting for taxes or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) accounting policy with respect to taxes; (l) changed any assets of the Company accounting methods or policies used by it; (m) paid, discharged or satisfied any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.payment,

Absence of Certain Changes or Events. Except as contemplated by for liabilities incurred in connection with this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementTransactions, since September 30, 2003, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (a1) any events or occurrences that individually or material adverse change in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's ’s capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d3) any split, combination or reclassification of any of the Company's ’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's ’s capital stock, except for issuances of Company Common Stock under the Company Stock Option Plans, (e)(i4) (A) any granting by the Company or any of its Subsidiaries to any current director or former director, executive officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent or in connection with past practice the hiring or as was promotion of any such executive officer or increases required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed and other than publicly available prior to the date of this Agreement (as expressly permitted by amended to the terms date of Section 5.1(kthis Agreement, the “Company Filed SEC Documents”), (iiB) any granting by the Company or any of its Subsidiaries to any such current director or former director, executive officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent or in connection with past practicethe hiring or promotion of any such executive officer, or (iiiC) any entry by the Company or any of its Subsidiaries into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any current such director or former directorexecutive officer, officer or employee, except with non-key employees other than in the ordinary course of business consistent or in connection with past practicethe hiring or promotion of any such executive officer, (iv) any amendment to, or modification of, any Company Stock Option, (v5) except insofar as may have been be required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, results of operations liabilities or businessesbusiness, (vi6) any Tax tax election that, that individually or in the aggregate, aggregate would reasonably be expected to adversely affect in any have a material respect the Tax liability or Tax attributes of adverse effect on the Company or any of its Subsidiaries, (vii) tax attributes or any settlement or compromise of any material income Tax liability, tax liability or (viii7) any acquisition, sale or transfer of agreement to do any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personforegoing.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementtransactions contemplated hereby, since December 31, 2002, the Company and its Subsidiaries Subsidiary have conducted their business only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (ai) any events Material Adverse Effect on the Company or, to the knowledge of the Company, any development or occurrences that individually or in the aggregate would combination of developments reasonably be expected likely to have a Material Adverse Effect on the Company, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiv) prior to the date hereof (A) any granting by the Company or any of its Subsidiaries Subsidiary to any current or former director, executive officer or other key employee of the Company or its Subsidiaries Subsidiary of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent and in accordance with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)December 31, 2001, (iiB) any granting by the Company or any of its Subsidiaries Subsidiary to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business and consistent with past practice, or (iiiC) any entry by the Company or any of its Subsidiaries Subsidiary into, or any amendments of, any Compensation and Benefit Plan with any current or former directorPlan, officer or employee, except with non-key employees other than in the ordinary course of business and consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (vy) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, results of operations liabilities or businesses, business or (vi) any Tax tax election that, individually or in the aggregate, that would reasonably be expected Material to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) tax attributes or any settlement or compromise of any material Material income Tax tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by for liabilities incurred in connection with this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementtransactions contemplated hereby, the Company since December 31, 1997, Crestar and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practiceor as disclosed in any Crestar SEC Reports, and since December 31, 2002 there has not been (a1) any events change or occurrences that individually or in the aggregate would reasonably be expected to have event having a Material Adverse Effect on the CompanyCrestar, (b2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of the CompanyCrestar's capital stock (stock, other than as expressly permitted by the terms of Section 5.1(a))regular quarterly cash dividends on Crestar Common Stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d3) any split, combination or reclassification of any of the CompanyCrestar's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the CompanyCrestar's capital stock, except for issuances of Crestar's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Crestar Option Plans, (e)(i4) except as set forth in the Crestar Disclosure Letter (A) any granting by the Company Crestar or any of its Subsidiaries subsidiaries to any current or former director, executive officer or other key employee of the Company Crestar or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Crestar SEC Documents Reports filed and other than as expressly permitted by publicly available prior to the terms date of Section 5.1(k)this Agreement, (iiB) any granting by the Company Crestar or any of its Subsidiaries subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceor pursuant to the Crestar Stock Option Plans, or (iiiC) any entry by the Company Crestar or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, except with non-key employees other than in the ordinary course of business consistent with past practicebusiness, (iv) any amendment to, or modification of, any Company Stock Option, (v5) except insofar as may have been disclosed in the Crestar SEC Reports or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries Crestar materially affecting their respective its assets, liabilities, results of operations liabilities or businesses, business or (vi6) any Tax election that, individually or except insofar as may have been disclosed in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries underCrestar SEC Reports, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not tax election that individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonEffect.

Absence of Certain Changes or Events. Except as contemplated by for liabilities incurred in connection with this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementtransactions contemplated hereby, since January 1, 2000, the Company and its Subsidiaries subsidiaries have conducted their business respective businesses only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (ai) any events or occurrences the occurrence of an event that individually or in the aggregate would could reasonably be expected to have a Material Adverse Effect result in any material adverse effect on the Company, except for an effect due to changes affecting the economy or financial markets generally other than such changes which affect the Company in a manner which is not proportionate with the effect of such changes on similarly situated companies, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of Company Stock Options or Company Warrants, in each case awarded prior to the date hereof in accordance with their present terms, (e)(iiv) prior to the date hereof (A) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, executive officer or other employee Key Employee of the Company or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)business, (iiB) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, executive officer or employee Key Employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, or (iiiC) any entry by the Company or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock OptionKey Employee, (v) except insofar as may have been disclosed in Company SEC Documents or required by a change in GAAP, any material change in accounting methodsmethods (or underlying assumptions), principles or practices by the Company or any of affecting its Subsidiaries materially affecting their respective assets, liabilitiesliabilities or business, results including, without limitation, any reserving, renewal or residual method, or estimate of operations practice or businessespolicy, (vi) any Tax tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of by the Company or any of its Subsidiaries, (vii) subsidiaries or any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of tax liability by the Company or its subsidiaries, except as would not be required to be disclosed in the Company SEC Documents, (vii) any of its Subsidiaries material insurance transaction other than in the ordinary course of business consistent with past practice, (viii) any transaction or commitment, or series of related transactions or commitments, to acquire real estate for VOI development in excess of $1,000,000 (ix) any entering into by the Company material labor trouble or any claim of its Subsidiaries of any material contract wrongful discharge or agreement, other unlawful labor practice or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto)action, (x) any revaluation improper subjection of VOI inventory by the Company or any of its Subsidiaries of any of their respective material assets to the FairShare Program or (xi) except as would not individually any agreement or in the aggregate reasonably be expected commitment (contingent or otherwise) to have a Material Adverse Effect on the Company, do any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personforegoing.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed for liabilities incurred in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of connection with this Agreement, the Company Option Agreements or the transactions contemplated hereby and thereby, and except as permitted by Section 4.1(a), since April 27, 1996, RSI and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice or as disclosed in any RSI SEC Document filed since such date and prior to the date hereof, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or material adverse change (as defined in the aggregate would reasonably be expected to have a Material Adverse Effect on the CompanySection 8.3) in RSI, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyRSI's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the CompanyRSI's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the CompanyRSI's capital stock, except for issuances of RSI Common Stock upon exercise or conversion of RSI Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (e)(iiv)(A) any granting by the Company RSI or any of its Subsidiaries subsidiaries to any current or former director, executive officer or other key employee of the Company RSI or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees as a result of promotions, normal increases of base pay in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date April 27, 1996 or disclosed in Section 3.1(i) of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)RSI Disclosure Schedule, (iiB) any granting by the Company RSI or any of its Subsidiaries subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, or (iiiC) any entry by the Company RSI or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "RSI Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by RSI materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Company RSI Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on RSI or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations tax attributes or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax tax liability, or (viiivii) any acquisition, sale or transfer of any material asset of the Company action taken by RSI or any of its Subsidiaries other than in the ordinary course RSI subsidiaries during the period from April 28, 1996 through the date of business consistent with past practicethis Agreement that, (ix) any entering into by if taken during the Company or any period from the date of its Subsidiaries this Agreement through the Effective Time, would constitute a breach of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party theretoSection 4.1(a), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except Since December 31, -------------------------------------------------- 1997, except as contemplated by this Agreement or as disclosed in Section 3.7 of Schedule 3.8 to the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementLetter, the Company and its Subsidiaries subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since December 31such date, 2002 there has not been been: (ai) any events or occurrences that individually or changes in the aggregate would reasonably be expected to have a Material Adverse Effect on the Companyassets, (b) any declarationliabilities, setting aside results of operation, financial condition or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities business of the Company or any of its Subsidiaries subsidiaries having or any options, warrants, calls or rights likely to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), have a Material Adverse Effect; (ii) any granting by the Company condition, event or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election thatoccurrence which, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected likely to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, Effect; (fiii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected subsidiaries which is likely, individually or in the aggregate, to have a Material Adverse Effect on Effect; (iv) any change by the Company in its accounting methods, principles or practices; (v) any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any entry by the Company or any of its subsidiaries into any commitment or transactions material to the Company and its subsidiaries taken as a whole (gother than commitments or transactions entered into in the ordinary course of business); (vii) any acquisition declaration, setting aside or divestiture ofpayment of any dividends or distributions in respect of the Shares; (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or investment inrestricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the equity compensation payable or debt securities to become payable to any present or former directors, officers or key employees of the Company or any Personof its subsidiaries, except for increases in base compensation in the ordinary course of business consistent with past practice, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees; or (ix) any other action which, if it had been taken after the date hereof, would have required the consent of Parent under Section 5.1.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed with the SEC prior to the execution date of this Agreement, since March 31, 1998 and except as set forth on Schedule 3.1(g), ---------------- (i) the Company and its Subsidiaries PL have conducted their business only in the ordinary course and consistent with past practicenot incurred any material liability or obligation (indirect, and since December 31direct or contingent), 2002 there has not been (a) or entered into any events material oral or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend written agreement or other distribution (whether in cashtransaction, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees that is not in the ordinary course of business consistent with past practice or that would result in a Material Adverse Effect on the Company; (ii) the Company and PL have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company; (iii) there has been no change in the capital stock of the Company except for the issuance of shares of Company Common Stock pursuant to Company Stock Options and the Company Employee Stock Purchase Plan and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock; (iv) there has not been (A) any granting by the Company or PL to any executive officer of the Company or PL of any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiB) any granting by the Company or any of its Subsidiaries PL to any such current or former director, executive officer or employee of any increase in severance or termination pay, except to non-officer employees agreements in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practiceCompany SEC Documents, or (iiiC) any entry by the Company or PL into any employment, severance or termination agreement with any such executive officer; (v) any delivery of its Subsidiaries intoa "put notice," as defined in the Common Stock Investment Agreement, or any amendments of, issuance of any Benefit Plan with any current or former director, officer or employee, except with non-key employees in shares of Company Common Stock pursuant to the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Common Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, Investment Agreement; and (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have there has been no event causing a Material Adverse Effect on the Company or (g) any acquisition developments that would, individually or divestiture ofin the aggregate, or investment in, result in a Material Adverse Effect on the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 otherwise set forth on Schedule 4.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) Schedule, since June 30, 1999, Company and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business businesses only in the ordinary course and consistent with past practicepractice and, and since December 31such date, 2002 there has not been (ai) any events or occurrences Company Material Adverse Effect, (ii) any event that individually or in the aggregate would may reasonably be expected to have a Material Adverse Effect on prevent or materially delay the performance of Company's obligations pursuant to this Agreement and the completion of the Arrangement by Company, (biii) any change by Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))Company Common Shares or any redemption, (c) any purchase, redemption purchase or other acquisition of any shares of capital Company's securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other securities increase in the compensation payable or to become payable to any officers, directors or employees of the Company or any Company Subsidiary, (vi) any issuance or sale of its Subsidiaries or any optionsstock, warrantsnotes, calls or rights to acquire such shares bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (dvii) any split, combination or reclassification of any of amendment to the Company's capital stock certificate of incorporation or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stockbylaws, (e)(iviii) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees than in the ordinary course of business consistent with past practice business, any (x) purchase, sale, assignment or as was required under transfer of any employment agreements in effect as material assets, (y) mortgage, pledge or the institution of the date of the most recent financial statements included any Encumbrance on any material assets or properties, tangible or intangible, except for liens for taxes not yet delinquent and such other Encumbrances which do not, individually or in the aggregate, have a Company SEC Documents and other than as expressly permitted by the terms Material Adverse Effect, or (z) waiver of Section 5.1(kany rights of material value or cancellation or any material debts or claims, (ix) any incurrence of any material liability (absolute or contingent), (ii) any granting by the Company or any of its Subsidiaries to any such except for current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees liabilities and obligations incurred in the ordinary course of business consistent with past practice, (iiix) any entry incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any of its Subsidiaries intoCompany Subsidiary, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ixxi) any entering into by the Company or any transaction of its Subsidiaries of any a material contract or agreement, or material amendment or termination of any material contract or agreement (nature other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) consistent with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personpast practices.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 the SEC Documents (including exhibits thereto) filed and publicly available prior to the date of this Agreement and the proof dated June 13, 1998 of Amendment No. 1 to the Registration Statement on Form S-3 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1Registration No. 333-55883) and except for changes disclosed (the "S-3 Amendment") in the Company form heretofore delivered to Purchaser (the "Filed SEC Documents"), or in the Disclosure Letter, from the date of the most recent audited financial statements included in the Filed SEC Documents filed prior to the execution date of this Agreement, the Company and each of its Subsidiaries have has conducted their its business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (ai) any events material adverse effect on the Company and its Subsidiaries taken as a whole, (ii) any event or occurrences occurrence that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanyCompany and its Subsidiaries taken as a whole, (biii) any declaration, setting aside or payment of any dividend dividends or other distribution (whether distributions in cash, stock or property) with respect to any of the Company's capital stock (Shares other than as expressly permitted by the terms regular quarterly dividend in the amount of Section 5.1(a))$0.70 per Share, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (div) any split, combination combinations or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iv) except as contemplated by Section 7.4 hereof, (A) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements or benefit plans in effect as of the date of the most recent audited financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiB) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (C) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement or arrangement with any officer employees or employee or (D) any increase in benefits available under or establishment of any Benefit Plan (as defined in Section 4.10) (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment or acceleration of vesting of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), except in the ordinary course of business consistent with past practice, (iiivi) any entry damage, destruction or loss to physical properties owned or used by the Company, whether or not covered by insurance, that would have a material adverse effect on the Company and its Subsidiaries, taken as a whole, (vii) any revaluation by the Company or of any of its Subsidiaries intomaterial assets, (viii) except as provided in Section 7.4, any actual or approved acceleration of vesting or conversion of contingent restricted shares of stock or other amendment to or modification of outstanding Company Stock Options, DSCs, phantom stock units or contingent of performance-based restricted stock, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (ivix) any amendment to, material change by the Company in its accounting principles or modification of, any Company Stock Option, (v) practices except insofar as may have been required by a change in GAAPgenerally accepted accounting principles. Except as and to the extent set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, or in any change in accounting methodssubsequent Filed SEC Document or the Disclosure Letter, principles or practices by neither the Company or nor any of its Subsidiaries materially affecting their respective assetshas any liabilities or obligations of any nature, liabilitieswhether or not accrued, results contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of operations the Company and its Subsidiaries (including the notes thereto), except for liabilities or businessesobligations incurred in the ordinary course of business since December 31, (vi) any Tax election that1997, that would not, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personmaterial adverse effect.

Absence of Certain Changes or Events. Except as contemplated by for any Subsidiary liabilities incurred in connection with this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementtransactions contemplated hereby, since May 31, 2000, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practiceor as disclosed in any Company Reports, and since December 31, 2002 there has not been (ai) any events change or occurrences event having, or that individually or in the aggregate would reasonably be expected to have have, a Company Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (e)(iiv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any of its Subsidiaries Subsidiary, to any current or former director, executive officer or other key employee of the Company or its Subsidiaries any Subsidiary of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents Reports filed and other than as expressly permitted by publicly available prior to the terms date of this Agreement which have been disclosed to Parent in the manner described in Section 5.1(k)4.15, (iib) any granting by the Company or any of its Subsidiaries Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, pay or (iiic) any entry by the Company or any of its Subsidiaries Subsidiary, into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries Subsidiary, materially affecting their respective its assets, liabilities, results of operations liabilities or businesses, business or (vi) any Tax election that, individually or except insofar as may have been disclosed in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries underReports, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not tax election that individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Company Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonEffect.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 4.1(h) of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedule, since December 31, 1997, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (ai) any events event, occurrence or occurrences that development which, individually or in the aggregate would aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) or any purchaserepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiessubsidiaries, (diii) any adjustment, split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) (A) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries subsidiaries of any increase of more than $50,000 in compensation, bonus compensation or other benefits, except for normal annual merit increases in cash compensation grants to non-officer employees who are not officers or directors in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)practice, (iiB) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees pay (including the acceleration in the ordinary course vesting of business consistent with past practiceShares (or other property) or the provision of any tax gross-up), or (iiiC) any entry by the Company or any of its Subsidiaries intosubsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any amendments of, any Benefit Plan with any such current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that has had or could have been required by a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessessubsidiaries, (vivii) any Tax election thatamendment, individually waiver or in the aggregate, would reasonably be expected to adversely affect in modification of any material respect the Tax liability or Tax attributes term of any outstanding security of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liabilitysubsidiaries, (viii) any acquisitionincurrence, sale assumption or transfer of any material asset of guarantee by the Company or any of its Subsidiaries subsidiaries of any material indebtedness for borrowed money or other material obligations, other than in the ordinary course of business consistent with past practice, (ix) any entering into creation or assumption by the Company or any of its Subsidiaries subsidiaries of any material contract or agreementLien on any asset, or material amendment or termination of any material contract or agreement (other than in the ordinary course of businessbusiness consistent with past practice, (x) any making of any lease, loan, advance or default capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, (xi) other than as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company Form 10-K"), any transaction or commitment made, or any contract or agreement entered into, by the Company or any of its Subsidiaries undersubsidiaries relating to its assets or business on behalf of the 16 Company or any of its subsidiaries of more than $500,000 for any transaction or $1,000,000 for any series of transactions, (xii) other than as disclosed in the Company Form 10-K, any material contract to which acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto)subsidiaries, (xxiii) any revaluation relinquishment by the Company or any of its Subsidiaries subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of their respective material assets business consistent with past practice, or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (fxiv) any damageagreement, destruction commitment, arrangement or loss (whether or not covered undertaking by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected subsidiaries to have a Material Adverse Effect on the Company or perform any action described in clauses (gi) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personthrough (xiii).

Absence of Certain Changes or Events. Except Since July 31, 2004, except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and and, since December 31such date, 2002 there has not been been: (ai) any events change, event, condition, development or occurrences that individually occurrence which has had, or in the aggregate would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect; (ii) prior to the Companydate of this Agreement, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's ’s or any of its subsidiaries’ capital stock stock, except for (other than as expressly permitted by the terms of Section 5.1(a)), x) regular quarterly cash dividends on Company Common Stock and (cy) any purchasedividend or distribution by a subsidiary of the Company to the Company or a direct or indirect wholly-owned subsidiary of the Company; (iii) prior to the date of this Agreement, redemption any redemption, repurchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights subsidiaries; (iv) prior to acquire such shares or other securitiesthe date of this Agreement, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(ix) any granting by the Company or any of its Subsidiaries subsidiaries to any current of their directors, officers, employees, independent contractors or former director, officer or other employee of the Company or its Subsidiaries consultants of any increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice respect to employees who are not directors or as was officers or increases required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Plan, (iiy) any granting by to any director, officer, employee, independent contractor or consultant of the Company or its subsidiaries of the right to receive any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination paypay not provided for under any Company Plan, except to non-officer employees in the ordinary course of business consistent with past practice, or (iiiz) any entry by the Company or any of its Subsidiaries intosubsidiaries into any employment, consulting, change of control or severance agreement or arrangement with any director, officer, employee, independent contractor or consultant of the Company or its subsidiaries, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course material amendment of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, Plan; (v) prior to the date of this Agreement, any material change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (vi) prior to the date of this Agreement, any material Tax election made or revoked by the Company or any of its subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries; or (vii) prior to the date of this Agreement, any material change in tax accounting principles by the Company or any of its subsidiaries, except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personapplicable law.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the ------------------------------------ Company SEC Documents filed prior to the execution date of this Agreement and publicly available and except as contemplated by this Agreement, since March 31, 2001, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past prior practice, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on Change in the Company, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries subsidiaries of (A) any increase in compensation, officer or executive compensation or (B) any right to participate in (by way of bonus or other benefitsotherwise) the profits of the Company or any of its subsidiaries, except for normal annual merit increases except, in cash compensation to non-officer employees each case, in the ordinary course of business consistent with past prior practice or as was required under any employment agreements or salary or wage policies in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by filed prior to the terms date of this Agreement (a list of all such employment agreements or salary or wage policies being set forth in Section 5.1(k3.1(g) of the Company Disclosure Schedule), (iiv) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the ordinary course Company SEC Documents filed prior to the date of business consistent with past practicethis Agreement and publicly available, (iiivi) any entry into, or renewal or modification, by the Company or any of its Subsidiaries intosubsidiaries, of any employment, consulting, severance or termination agreement with any officer, director or employee of the Company or any of its subsidiaries, (vii) any damage, destruction or loss, whether or not covered by insurance, that has or could have a Material Adverse Effect on the Company, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (ivviii) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, results of operations liabilities or businesses, business (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or and no agreement, understanding, obligation or material amendment or termination of commitment to take any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party theretosuch action exists), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed set forth in Section 3.7 3.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in Schedule, since June 30, 2009 through the Company SEC Documents filed prior to the execution of this Agreementdate hereof, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice and, and since December 31such date through the date hereof, 2002 (i) there has not been (a) occurred any events Material Adverse Effect or occurrences an event or development that would, individually or in the aggregate would aggregate, reasonably be expected to have a Material Adverse Effect on or any event or development that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement or the Registration Rights Agreement by the Company and (ii) the Company has not (A) issued, sold, pledged, disposed, granted or encumbered any shares of any class of capital stock or other Equity Interests in or of the Company, (bB) sold, pledged, disposed, transferred, leased, licensed, guaranteed or encumbered any declaration, setting aside material property or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any assets of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iiiC) acquired (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any entry by the Company corporation, partnership, other business organization or any division thereof, (D) incurred any indebtedness for borrowed money which, individually or together with all such other indebtedness , exceeds $200,000, (E) granted any security interest in any of its Subsidiaries intomaterial assets except for such security interests as would constitute a Permitted Lien, (F) made or authorized any capital expenditure or purchase of fixed assets other than in the ordinary course of business, (G) increased the compensation or benefits payable to or to become payable to its directors, officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company which are not across-the-board increases, or granted any amendments ofrights to severance or termination pay to, or entered into any employment or severance agreement with, any Benefit Plan with any current or former director, officer or other employee (other than severance for employees other than officers, in accordance with past practice, in connection with such employee’s termination of employment with the Company) of the Company, or taken any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Plan, (H) made, revoked or changed any election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes or settled or compromised any material claim, notice, audit report, liability or assessment in respect of Taxes, (I) made any material change, other than changes required by GAAP or in the ordinary course of business, with respect to accounting policies or procedures of the Company, (J) pre-paid any long-term debt or paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except with non-key employees for such payments, discharges or satisfaction of claims as were in the ordinary course of business consistent with past practicepractice or (K) written up, (iv) any amendment to, written down or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by written off the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise book value of any material income Tax liabilityassets, (viii) any acquisition, sale or transfer a material amount of any material asset of the Company or any of its Subsidiaries other assets, other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered required by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonGAAP.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or Since December 31, 1997 (or, in the case of a Subsidiary acquired after such date, since the acquisition date thereof), except as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed on Schedule 3.8 or in the Company SEC Documents Filings filed prior to the execution of this Agreementdate hereof, the Company and its the Subsidiaries have conducted their business only in the ordinary and usual course and consistent with past practiceand, and since December 31, 2002 there has not been without limiting the generality of the foregoing: (a) any There have been no changes, events or occurrences that conditions which, individually or in the aggregate aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Company, . (b) As of the date hereof, no rating presently held by the Company or any declarationof its Subsidiaries has been, setting aside or payment and the Company has no knowledge of any dividend reason to believe that any such rating will be, modified, qualified, lowered or other distribution placed under surveillance for a possible downgrade (whether except in cashconnection with the transactions contemplated hereby). (c) Neither the Company nor any Subsidiary has purchased, stock redeemed or property) with respect otherwise acquired or committed itself to acquire, directly or indirectly, any of the Company's capital stock (other than as expressly permitted of the Company or any Subsidiary; provided, however, that the foregoing shall not prohibit mergers between the Subsidiaries or the performance by the terms Company of its obligations under that certain Put Agreement, dated September 30, 1997, between the Company and X. Xxx Xxxxx. (d) Neither the Company nor any Subsidiary has sold, assigned, transferred or conveyed any Proprietary Right (as defined in Section 5.1(a3.21), except that the foregoing shall not prohibit mergers between the Subsidiaries. (e) Neither the Company nor any Subsidiary has effected any amendment or supplement to, or extension of, any Plan (as defined in Section 3.12(b)), (c) any purchase, redemption excluding administrative or other acquisition of any shares of capital stock or any other securities similar amendments that do not increase the liability of the Company or any of its Subsidiaries under any such Plan (other than immaterial adjustments). (f) Neither the Company nor any Subsidiary has paid to or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification for the benefit of any of the Company's capital stock its directors, officers or employees any issuance or the authorization compensation of any issuance of any kind other securities in respect ofthan wages, in lieu of or in substitution for shares of the Company's capital stocksalaries, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements bonuses and benefits at times and rates in effect as of the date of the most recent financial statements included in the Company SEC Documents and prior to December 31, 1997, other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees scheduled increases and increases in the ordinary course of business consistent with past practice. (g) Neither the Company nor any Subsidiary has effected any amendment or modification to its certificate of incorporation or by-laws (or equivalent governing documents), except that the foregoing shall not prohibit mergers between the Subsidiaries. (h) Neither the Company nor any Subsidiary has made any material change, and the Company has no knowledge of any change, in accounting methods or principles used for financial or regulatory reporting purposes, except for changes which are required of all life insurers or life reinsurance companies. 3.9 Litigation, Judgments, No Default, Etc. Except as described in Schedule 3.9, (iiia) any entry by there is no action or proceeding, pending or, to the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes best knowledge of the Company Company, threatened before any federal or any of its Subsidiaries, (vii) any settlement state court or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract agency to which the Company or any of its Subsidiaries Subsidiary is a party or by party, the outcome of which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company (or, to the knowledge of the Company as of the date hereof, has resulted or would reasonably be expected to result in a material loss to the Company and its Subsidiaries, taken as a whole), (b) there is no judgment, decree, injunction, rule or order (collectively "Orders") of any court, arbitrator or Government Entity outstanding against the Company or any Subsidiary, or (gc) to the best knowledge of the Company, there are no facts that would result in any acquisition such claim, dispute, action, proceeding, suit, appeal, investigation or divestiture of, or investment in, inquiry which would have such a Material Adverse Effect on the equity or debt securities of any Person.Company. 3.10

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 set forth on Schedule 4.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedules, since December 31, 2014, the Company and its Subsidiaries the Seller have conducted their the business of the Company only in the ordinary course consistent with past practice and there has been no Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 4.7 of the Disclosure Schedules, since December 31, 2014, the Company has not (a) purchased or redeemed any of its securities (including shares of Common Stock), or granted or issued any option, warrant or other right to purchase or acquire any such securities, (b) paid, cancelled, incurred, waived, settled, discharged or satisfied any Debt, claim, action, liability or other obligation (whether absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice, (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course of business consistent with past practice, (d) granted any increase in the salaries or other compensation or benefits payable or to become payable to, or any advance or loan to the Seller or any current or former officer, director, employee or independent contractor of the Company (other than increases in base salary for employees other than officers not in excess of five percent (5%) per employee made in the ordinary course of business and consistent with past practice), and since December 31, 2002 there has not been (ae) entered into (or amended) any events employment, severance or occurrences similar agreement with any current or former director, officer, employee or independent contractor, or hired any new employee (other than to replace a terminated employee) or terminated any employee, (f) adopted, amended or terminated any Benefit Plan or any arrangement that individually would be a Benefit Plan if it was in effect on the date of this Agreement or failed to make contributions to any Benefit Plan in accordance with its terms and applicable law, (g) suffered any change or, to the aggregate would reasonably be expected knowledge of the Seller or the Company, received any threat of any change in any of its relations with, or any loss or, to have a Material Adverse Effect the knowledge of the Seller or the Company, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the business of the Company, including any threat made on or prior to the Closing Date of any loss or change which may result from the transactions contemplated by this Agreement, (h) disposed of or failed to keep in effect any rights in, to or for the use of any franchise, license, permit or certificate material to the business of the Company, (bi) materially changed the accounting principles, methods or practices of the Company or the business, (j) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property Rights material to the business of the Company, (k) sold, transferred or otherwise disposed of any assets, properties or rights of any of the business of the Company, except inventory sold in the ordinary course of business consistent with past practice, (l) entered into any transaction, agreement or arrangement with the Seller or any director, officer, employee or other affiliate of the Company or any “associates” (as defined in the rules and regulations of the Securities and Exchange Commission) of the Company other than the payment of salaries to employees in the ordinary course of business, (m) changed or modified in any manner its existing capital expenditure policies, procedures and practices, including the deferral of any capital expenditures contemplated by the Company’s current budget or operating plans, (n) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (o) incurred any material damage, destruction, theft, loss or business interruption, (p) made any declaration, payment or setting aside or for payment of any dividend or other distribution (whether in cash, stock equity or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation distributions of Cash effected prior to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(kClosing), (iiq) made, changed or revoked any material Tax election, changed (or made a request to any Taxing Authority to change) any granting by the Company or any material aspect of its Subsidiaries to any such current or former director, officer or employee method of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries intoaccounting for Tax purposes, or received a ruling, entered into any amendments ofclosing agreement, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liabilityclaim or assessment, in each case, in respect of Taxes, (viiir) any acquisition, sale waived or transfer of released any material asset right or claim of the Company or incurred any modifications, amendments or terminations of its Subsidiaries other than any Contracts which are in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract aggregate materially adverse to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), or (xs) any revaluation by the Company or agreed to do any of its Subsidiaries of any of their respective material assets or (xia) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, through (fr) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personabove.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementSchedule 6.1(i), the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicesince October 4, and since December 31, 2002 1998 there has not been (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Companydamage, (b) any declaration, setting aside or payment of any dividend destruction or other distribution (whether in cash, stock or property) casualty loss with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting property owned by the Company or any of its Subsidiaries to not covered by insurance, or any current strike, work stoppage or former director, officer slowdown or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by labor trouble involving the Company or any of its Subsidiaries which, in any of such cases, materially and adversely affected, or could affect in the future, the financial condition of the Company and its Subsidiaries considered as a whole; (ii) any material adverse change in the financial condition of the Company and its Subsidiaries, considered as a whole, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and its Subsidiaries are involved and which do not affect the Company in a manner materially disproportionate to the effect on CBRL and except for any such current changes or former directoreffects resulting from this Agreement, officer the transactions contemplated hereby or employee of any increase the announcement thereof, or changes or effects previously disclosed in severance or termination pay, except writing (including all Schedules attached hereto) by the Company to non-officer employees in the ordinary course of business consistent with past practice, CBRL and its representatives; (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into issuance by the Company or any of its Subsidiaries of any material contract shares, options, calls or agreementcommitments relating to shares of the Company's or its Subsidiaries' capital stock, or material amendment any securities or termination of obligations convertible into or exchangeable for, or giving any material contract or agreement (other than in the ordinary course of business) or default by person any right to acquire from the Company or any of its Subsidiaries underSubsidiaries, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge shares of the Company's or its Subsidiaries' capital stock, by any other party thereto), (x) any revaluation than the issuance by the Company or any company pursuant to the Stock Option Plans of its Subsidiaries shares of any Common Stock upon the exercise of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.options granted under such Stock Option

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed and publicly available prior to the execution date of this AgreementAgreement (the "Company Filed SEC Documents") or in Section 4.1(g) of the Disclosure Schedule, since December 31, 1998, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (ai) any events event, occurrence or occurrences that individually development of a state of circumstances which has had or in the aggregate would could reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) or any purchaserepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiessubsidiaries, (diii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) (A) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries subsidiaries of any increase in compensation, bonus compensation or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)practice, (iiB) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, officer or employee of any increase in severance or termination paypay (including the acceleration in the exercisability of Company Options or in the vesting of Shares (or other property) or the provision of any tax gross-up), except as was required under employment, severance or termination agreements or plans in effect as of December 31, 1998 which individually or in the aggregate could reasonably be expected to non-have a Material Adverse Effect, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement with any such current or former director, officer employees or employee, except in the ordinary course of business consistent with past practice, (iiiv) any entry damage, destruction or loss, whether or not covered by the Company insurance, that has had or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practicecould have a Material Adverse Effect, (ivvi) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assetssubsidiaries, liabilities, results of operations or businessesexcept insofar as may have been required by a change in generally accepted accounting principles, (vivii) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in amendment of any material respect the Tax liability or Tax attributes term of any outstanding security of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liabilitysubsidiaries, (viii) any acquisitionincurrence, sale assumption or transfer of any material asset of guarantee by the Company or any of its Subsidiaries subsidiaries of any material indebtedness for borrowed money other than in the ordinary course of business consistent with past practice, but in no event in the amount of more than $250,000 in the aggregate, (ix) any entering into creation or assumption by the Company or any of its Subsidiaries subsidiaries of any material contract or agreement, or material amendment or termination of Lien on any material contract or agreement (asset other than in the ordinary course of businessbusiness consistent with past practice, but in no event in the amount of more than $250,000 for any one transaction or $500,000 in the aggregate, (x) any making of any loan, advance or default capital contributions to or investment in any person other than (A) made in the ordinary course of business consistent with past practice, but in no event in the amount of more than $100,000 for any one transaction or $150,000 in the aggregate and (B) investments in cash equivalents made in the ordinary course of business consistent with past practice, (xi) any transaction or commitment made, or any contract or agreement entered into, by the Company or any of its Subsidiaries under, subsidiaries relating to its assets or business (including the acquisition or disposition of any material contract to which assets or the Company merger or consolidation with any person) or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation relinquishment by the Company or any of its Subsidiaries subsidiaries of any contract or other right, in either case, material to the Company or any of their respective material assets or (xi) except as would not individually or its subsidiaries, other than transactions and commitments in the aggregate reasonably be expected to have a Material Adverse Effect ordinary course of business consistent with past practice and those contemplated by this Agreement, but in no event representing commitments on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets behalf of the Company or any of its Subsidiaries that would reasonably be expected subsidiaries of more than $250,000 for any transaction or $500,000 for any series of transactions, (xii) any material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to have a Material Adverse Effect on organize any employees of the Company or (g) any acquisition or divestiture ofof its subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 1998, or investment inany material lockouts, the equity strikes, slowdowns, work stoppages or debt securities of any Person.threats thereof by or with respect to such employees or

Absence of Certain Changes or Events. Except Since December 31, 2006, there has not been any change, effect, event, circumstance, occurrence or state of facts, which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. From December 31, 2006 to the date of this Agreement, except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice and, and since December 31during such period, 2002 there has not been been: (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's ’s or any of its Subsidiaries’ capital stock stock, except for any dividend or distribution by a Subsidiary of the Company to the Company or another Subsidiary of the Company; (other than as expressly permitted by the terms of Section 5.1(a)), (cii) any purchaseredemption, redemption repurchase or other acquisition by the Company or any of its Subsidiaries of (x) any shares of capital stock or any other securities of the Company or any of its Subsidiaries or (y) any options, warrants, calls or rights to acquire such acquire, or securities that are convertible into or exchangeable for, any shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance other voting securities (except upon the exercise of options, warrants, calls or rights disclosed to Parent to the authorization of any issuance of any other securities extent net exercises are provided for in respect ofthe plans or agreements governing such options, in lieu of warrants, calls or in substitution for shares of the Company's capital stock, rights); (e)(iiii) (x) any granting by the Company or any of its Subsidiaries to any current of their directors, officers or former director, officer or other employee of the Company or its Subsidiaries employees of any material increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases that are required under any Company Plan or, in cash compensation to non-the case of any employee who is not an executive officer employees or director, for increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)business, (iiy) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of the right to receive any increase in severance or termination paypay not provided for under any Company Plan or, except to non-officer employees otherwise granted in the ordinary course of business consistent with past practicebusiness, or (iiiz) any entry by the Company or any of its Subsidiaries intointo any employment, consulting or any amendments of, any Benefit Plan severance agreement or arrangement with any current or former director, officer or employeeemployee of the Company or its Subsidiaries pursuant to which the total annual compensation or the aggregate severance benefits exceed $200,000, or any adoption of or material amendment of any Company Plan; (iv) any material change by the Company in its accounting methods, principles or practices, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or Generally Accepted Accounting Principles or regulatory requirements with non-key employees respect thereto; (v) any settlement or compromise of any material Tax liability by the Company or any of its Subsidiaries; (vi) any material change in Tax accounting principles or Tax elections by the Company or any of its Subsidiaries, except insofar as may have been required by applicable law; (vii) any assumption, incurrence, endorsement or guarantee of any indebtedness (including any obligations of the type described in Section 3.21(a)(ii)); (viii) any acquisition or agreement to acquire any assets, except for acquisitions of inventory in the ordinary course of business and consistent with past practice; (ix) any sale, lease, license, encumbrance or other disposition of any of its assets, other than sales of inventory in the ordinary course of business consistent with past practice, ; (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (viix) any settlement or compromise of any material income Tax liabilitypending or threatened claims, (viii) any acquisitionlitigations, sale arbitrations or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets proceedings; or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personmaterial capital expenditures.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1i) and except for changes disclosed in the Company SEC Documents filed prior From January 31, 2010 to the execution date of this Agreement, the Company and its Subsidiaries have conducted their business only respective businesses in the ordinary course and of business consistent in all material respects with past practice, practice and since December 31, 2002 there has not been (aA) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company(including any Material Adverse Effect resulting from an occurrence prior to January 31, 2010), (bB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company ’s or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares Subsidiaries’ capital stock or other securitiesequity or voting interests, except for dividends by a direct or indirect wholly owned Subsidiary of the Company to its parent, (dC) any split, combination or reclassification of any of the Company's ’s or any of its Subsidiaries’ capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company's capital stockCompany or any of its Subsidiaries, (e)(iD)(1) any granting grant by the Company or any of its Subsidiaries to any current or former director, officer officer, employee, contractor or other employee consultant of the Company or any of its Subsidiaries (collectively, “Company Personnel”) of any bonus or award opportunity, any loan or any increase in compensation, bonus any type of compensation or other benefits, except for grants of normal annual merit bonus opportunities and normal increases of base cash compensation, in cash compensation to non-officer employees each case, in the ordinary course of business consistent with past practice practice, or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii2) any granting payment by the Company or any of its Subsidiaries to any such current or former director, officer or employee Company Personnel of any increase in severance bonus or termination payaward, except for bonuses or awards paid prior to non-officer employees the date of this Agreement in the ordinary course of business consistent with past practice, (iiiE) any grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, separation, change in control, retention, termination or similar compensation or benefits or increase therein or of the right to receive any severance, separation, change in control, retention, termination or similar compensation or benefits or increase therein, (F) any adoption or establishment of or entry by the Company or any of its Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any amendments oftermination of (or announcement of an intention to amend, modify or terminate), (1) any employment, deferred compensation, change in control, severance, termination, employee benefit, loan, indemnification, retention, equity or equity based compensation, consulting or similar Contract between the Company or any of its Subsidiaries, on the one 11 Table of Contents hand, and any Company Personnel, on the other hand, (2) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (alone or in combination with any other event) or (3) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Company Personnel (all such Contracts under this clause (F), including any such Contract that is entered into on or after the date of this Agreement, collectively, “Benefit Agreements”), (G) any grant or amendment of any award under any Benefit Plan with or Benefit Agreement (including the grant or amendment of Stock Options, Restricted Shares, RSUs, stock appreciation rights, performance units, stock repurchase rights or other equity or equity-based compensation), (H) any current payment to any Company Personnel of any compensation or former directorbenefit not provided for under any Benefit Plan or Benefit Agreement, officer or employee, except with non-key employees other than the payment of base cash compensation in the ordinary course of business consistent with past practice, (ivI) other than the execution and delivery of this Agreement, the taking of any action to accelerate, or that is reasonably likely to result in the acceleration of, the time of vesting or payment of any rights, compensation, benefits or funding obligations under any Benefit Plan or Benefit Agreement or otherwise, (J) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a material change in GAAP, any change in financial or tax accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assetsSubsidiaries, liabilities, results of operations except insofar as may have been required by GAAP or businessesapplicable Law, (viK) any Tax material tax election that, individually or in the aggregate, would reasonably be expected to adversely affect change in any material respect the Tax liability tax election or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax tax liability, (viiiL) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation write-down by the Company or any of its Subsidiaries of any of their respective the material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected or (M) any licensing or other agreement with regard to have a Material Adverse Effect on the acquisition or disposition of any material Intellectual Property or rights thereto, other than nonexclusive licenses granted in the ordinary course of the business of the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personand its Subsidiaries consistent with past practice.

Absence of Certain Changes or Events. Except as (a) for transactions ------------------------------------ contemplated by this Agreement, (b) for transactions occurring after the date hereof that are expressly permitted under Section 5.2 of this Agreement or and (c) as disclosed set forth in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) Schedule, since September 26, 1999, Company and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business in all material respects only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (ai) any events change, effect or occurrences that individually or development in the aggregate would business, properties, condition (financial or otherwise) or results of operations of Company or any Company Subsidiaries which has had or could reasonably be expected to have a Company Material Adverse Effect on the Company, Effect; (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Company's or any of the CompanyCompany Subsidiary's capital stock (other than as expressly permitted by the terms of Section 5.1(a))interests, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of Company's or any of the CompanyCompany Subsidiary's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) (A) any granting by the Company or any of its Subsidiaries Company Subsidiary to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and (other than as expressly would be permitted by under Section 5.2 of this Agreement if granted after the terms of Section 5.1(kdate hereof), (iiB) any granting by the Company or any of its Subsidiaries Company Subsidiary to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, or (iiiC) any entry by the Company or any of its Subsidiaries intoCompany Subsidiary into any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, officer or such employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) any material damage, destruction or loss, whether or not covered by insurance, or (vi) any change in accounting methods, principles or practices by Company or any Company Subsidiary affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, any change GAAP and described in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes Section 3.7 of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonDisclosure Schedule.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 of the Company Disclosure Letter or as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement, since June 30, 2001 (including those actions not prohibited but excluding items disclosed under Section 5.1) the heading "Certain Factors" in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, as filed with the SEC and except for changes disclosed similar disclosures elsewhere in the Company SEC Documents filed prior to the execution of this Agreementdate hereof (collectively, the "RISK FACTOR DISCLOSURES")), (a) the Company and its Subsidiaries have conducted their business only not incurred any liability or obligation (indirect, direct or contingent), or entered into any oral or written agreement or other transaction, that is not in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (a) any events of business or occurrences that individually or would result in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) the Company and its Subsidiaries have not sustained any declarationloss or interference with their business or properties from fire, setting aside or payment of any dividend flood, windstorm, accident or other distribution calamity (whether in cash, stock or propertynot covered by insurance) with respect to any of that has had a Material Adverse Effect on the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of there has been no change in the capital stock or any other securities of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options, the 1987 Plan or the 1994 Employee Stock Purchase Plan, and no dividend or distribution of any kind declared, paid or made by the Company on any class of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiesstock, (d) there has not been (i) any split, combination or reclassification adoption of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stocka new Company Plan (as hereinafter defined), (e)(iii) any amendment to a Company Plan materially increasing benefits thereunder, (iii) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiiv) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay, except to non-officer employees agreements in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practice, Company SEC Documents or (iiiv) any entry by the Company or any of its Subsidiaries intointo any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or other key employee, except with non-key employees (e) there has not been any material changes in the ordinary course amount or terms of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes indebtedness of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of and its Subsidiaries other than from that described in the ordinary course of business consistent with past practice, 2000 Company Annual Report (ix) any entering into by excluding the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party theretoRisk Factor Disclosures), and (xf) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have there has been no event causing a Material Adverse Effect on the Company, nor any lapsedevelopment that would, reversionindividually or in the aggregate, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have result in a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) SEC Filings filed and except for changes disclosed in the Company SEC Documents filed publicly available prior to the execution of this Agreementdate hereof, since the Balance Sheet Date the Company and its Subsidiaries have conducted their business only respective businesses in the ordinary course and consistent with past practice, practice and since December 31, 2002 as of the date hereof there has not been been: (ai) any events condition, event or occurrences occurrence that individually or has resulted in the aggregate would reasonably be expected to have a Company Material Adverse Effect on the Company, Effect; (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock stock; (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock; (iv) except as reflected in Schedule 4.3 and except as set forth on Schedule 4.13, (e)(ix) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)practice, (iiy) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except to non-officer employees as was required under any employment, severance or termination agreements in effect as of the ordinary course of business consistent with past practice, Balance Sheet Date or (iiiz) any entry by the Company or any of its Subsidiaries intointo any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, ; (v) any damage, destruction or loss, whether or not covered by insurance, that has had or will have a Company Material Adverse Effect; or (vi) except insofar as may have been required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personpractices.

Absence of Certain Changes or Events. Except as contemplated by for liabilities incurred in connection with this Agreement or and except as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Filed Company SEC Documents filed prior or as expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since the execution date of this Agreementthe most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course and consistent with past practice, and since December 31there has not been any Material Adverse Change, 2002 and from such date until the date hereof there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company's capital stock (Company or any of its Subsidiaries, other than as expressly permitted dividends or distributions by a direct or indirect wholly owned Subsidiary of the terms of Section 5.1(a))Company to its shareholders, (cii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any capital stock of the Company's capital stock Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's their respective capital stock, (e)(iiv) (A) any granting by the Company or any of its Subsidiaries to any current or former director, officer officer, employee, independent contractor or other employee consultant of the Company or any of its Subsidiaries (each, a “Participant”) of any increase in compensation, bonus or fringe or other benefits or any granting or payment of any type of compensation or benefits to any Participant not previously receiving or entitled to receive such type of compensation or benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents Documents, and other than as expressly permitted by the terms except for grants of Section 5.1(k), (ii) any granting by the Company bonus opportunities and increases in base compensation or any of its Subsidiaries to any such current or former director, officer or employee of any increase benefits in severance or termination pay, except to non-officer employees each case in the ordinary course of business consistent with past practice, (iiiB) any granting or payment by the Company or any of its Subsidiaries to any Participant of (1) any severance, termination, change in control or similar pay or benefits or any increases therein, or (2) any right to receive any severance, termination, change in control or similar pay or benefits, in each case except as was required under any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (C) any entry by the Company or any of its Subsidiaries into, or any amendments amendment or termination of, (1) any employment, deferred compensation, consulting, severance, change of control, termination, indemnification, employee benefit, loan, stock repurchase or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Participant, on the other hand, or (2) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such Contracts under this clause (C), including any such Contract which is entered into on or Table of Contents after the date of this Agreement, collectively, “Company Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practiceAgreements”), (ivD) any payment of any benefit under, or the grant of any award under, or any amendment to, or modification termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of Company Stock OptionOptions, Company Restricted Stock, Company Stock-Based Awards, rights under the ESPPs, “phantom” stock, stock appreciation rights, “phantom” stock rights, restricted stock units, deferred stock units, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or on any awards made thereunder), except as required to comply with applicable law or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, and except as expressly permitted by clause (A) of this Section 3.01(g)(iv), (E) the taking of any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or Company Benefit Agreement or (F) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Company Benefit Plan or Company Benefit Agreement, (v) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has had or would reasonably be expected to have been required by a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, results of operations liabilities or businesses, (vi) any Tax election that, individually except insofar as may have been required by a change in GAAP or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any material tax election or any settlement or compromise of any material income Tax tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes or as disclosed in the Company SEC Documents filed with the SEC prior to the execution date of this Agreement, since June 30, 1999 (i) the Company and its Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been (a) any events of business or occurrences that individually or would result in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bii) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (iii) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (iv) there has not been (A) any declaration, setting aside or payment adoption of any dividend or other distribution a new Company Plan (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)hereinafter defined), (cB) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the amendment to a Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiesPlan materially increasing benefits thereunder, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iC) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiD) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay, except to non-officer employees agreements in effect as of the date of the most recent audited financial statements included in the ordinary course Company SEC Documents or (E) except as set forth in Section 3.7(iv) of business consistent with past practicethe Company Letter, (iii) any entry by the Company or any of its Subsidiaries intointo any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or other key employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have there has not been required by a change any material changes in GAAP, any change in accounting methods, principles the amount or practices by terms of the indebtedness of the Company or any of and its Subsidiaries materially affecting their respective assetsfrom that described in the Company's 1999 Annual Report on Form 10K, liabilities, results of operations or businesses, and (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have there has been no event causing a Material Adverse Effect on the Company, nor any lapsedevelopment that would, reversionindividually or in the aggregate, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have result in a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution date of this AgreementAgreement or Section 3.7 of the Company Letter, since December 31, 1998, (A) the Company and its Subsidiaries Subsidiaries, and the Company Venture, have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course of business or that would reasonably be expected to result in a Material Adverse Effect on the Company, (B) the Company and consistent with past practiceits Subsidiaries, and since December 31the Company Venture, 2002 there have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has not been (a) any events had or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bC) there has been no change in the capital stock of the Company and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (x) any declaration, setting aside payment or payment agreement to pay any compensation of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock nature whatsoever (other than pursuant to any agreement as expressly permitted by in effect on the terms of Section 5.1(a)date hereof), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities award or grant under any Company Plan (as hereinafter defined) as in effect on the date hereof, to any executive officer of the Company or of any of its Subsidiaries listed in Section 3.7(D)(x) of the Company Letter, or any options, warrants, calls or rights to acquire such shares or other securitiesthe Company Venture, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iy) any granting by the Company or any of its Subsidiaries to any current Subsidiaries, or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensationVenture, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, award or (iiiz) any entry by the Company or any of its Subsidiaries intoSubsidiaries, or the Company Venture, into any amendments ofemployment, any Benefit Plan severance or termination agreement with any current or former directorsuch executive officer and (E) there has been no other event causing a Material Adverse Effect on the Company, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) nor any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election development that, individually or in the aggregate, would reasonably be expected to adversely affect have resulted in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets . Set forth in Section 3.7 of the Company or Letter is a list of the indebtedness of the Company and its Subsidiaries, and the Company Venture, as of December 31, 1998 and May 31, 1999 and a summary of any material changes in the terms of such indebtedness between December 31, 1998 and the date of this Agreement. Between December 31, 1998 and the date of this Agreement, except as set forth in Section 3.7 of the Company Letter, there have been no material changes in the net outstanding amount of indebtedness of the Company, its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on and the Company or (g) any acquisition or divestiture ofVenture other than changes resulting from fundings and payments in the ordinary course of business under lines of credit and credit facilities existing on December 31, or investment in, the equity or debt securities of any Person1998.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementdate hereof or in Schedule 4.1(l), since December 31, 2002, the Company and its Subsidiaries Subsidiary have conducted their business the Business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been been: (ai) other than any events event relating to the economy or occurrences that individually securities markets in general, any event, occurrence or in the aggregate would development of a state of circumstances which has had or could reasonably be expected to have a Material Adverse Effect on the Company, Effect; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's ’s or its Subsidiary’s capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or any purchase, redemption or other acquisition by the Company of any shares of the Company’s capital stock or any other securities of the Company or any of its Subsidiaries Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (diii) any split, combination or reclassification of any of the Company's capital stock ’s or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its Subsidiary’s capital stock, ; (e)(iiv) any granting by the Company or its Subsidiary of any of its Subsidiaries to increase in compensation or fringe benefits or any current or former director, officer or other employee of payment by the Company or its Subsidiaries Subsidiary of any increase in compensationbonus, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee Subsidiary of any increase in severance or termination paypay or any entry by the Company or its Subsidiary into any currently effective employment, except severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; (v) entry by the Company or its Subsidiary into (x) any licensing or other contract relating to nonthe use, acquisition or disposition of any Intellectual Property other than (1) end-officer employees user licenses of commercially available software applications for internal use by the Company in the ordinary course of business consistent with past practice, and (iii2) any entry by commercial licenses of the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees Company’s software in the ordinary course of business consistent with past practice, or (ivy) any amendment toor consent with respect to any material licensing or other contract relating to the use, acquisition or modification of, disposition of any Company Stock Option, Intellectual Property; (vvi) except insofar as may have been required by a change in GAAP, any change by the Company in its accounting methods, principles or practices practices, except as required by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or concurrent changes in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, GAAP; (vii) any settlement or compromise revaluation by the Company of any material income Tax liabilityof its assets, (viii) including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any acquisition, sale or transfer of any material asset assets of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, ; (viii) entry by the Company or its Subsidiary into any contract filed or required to be filed by the Company with the SEC and not so filed; (ix) any entering into negotiation or agreement by the Company or its Subsidiary to do any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than the things described in the ordinary course of businesspreceding clauses (i) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound through (or to the Knowledge of the Company, by any other party theretoviii), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except Since January 1, 1998, except as contemplated by this Agreement or as disclosed in this Agreement, as set forth in Section 3.7 3.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes Schedule or as disclosed in, reflected in the or contemplated by, any Company SEC Documents Reports filed prior to the execution of this Agreementsince December 31, 1996, the Company and its the Company Subsidiaries (other than WME and NSC) have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since December 31such date, 2002 there has not been (ai) any events Company Material Adverse Effect or occurrences any event or development that individually would have a Company Material Adverse Effect, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and the Company Subsidiaries are involved, it being understood that for purposes of determining whether a Company Material Adverse Effect shall have occurred on the assets, liabilities, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole, actual amounts as at any date of determination or for any period of determination shall be compared, to the extent practicable, to the corresponding amounts included in the aggregate would Company's 1998 business plan included in Section 3.08 of the Company Disclosure Schedule, (ii) any event that could reasonably be expected to have a Material Adverse Effect on prevent or materially delay the performance of its obligations pursuant to this Agreement and the consummation of the Merger by the Company, (biii) except as required by law after the date of this Agreement, any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock shares of Company Common Stock (other than as expressly permitted by the terms of Section 5.1(a))regular quarterly dividends not to exceed $0.17 per share) or any redemption, (c) any purchase, redemption purchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital securities or (v) except with respect to WME and NSC, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any issuance other increase in the compensation payable or the authorization to become payable to any executive officers of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and Subsidiary (other than as expressly permitted by the terms of Section 5.1(k), (iiWME and NSC) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC ------------------------------------ Documents filed and publicly available (either on the XXXXX system or by delivery to the Purchaser) prior to the execution date of this AgreementAgreement (the "Filed SEC Documents"), since the Company and its Subsidiaries have conducted their business only date of the most recent audited financial statements included in the ordinary course and consistent with past practiceFiled SEC Documents, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (dii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry damage, destruction or loss of property, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Company or any of and its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practicesubsidiaries taken as a whole, (iv) any amendment tochange in accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or modification ofbusiness, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, (v) any change in accounting methods, principles or practices by material adverse effect on the Company or any of and its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessessubsidiaries taken as a whole, (vi) any Tax election thatamendment, individually waiver or in the aggregate, would reasonably be expected to adversely affect in any compromise of a material respect the Tax liability or Tax attributes right of the Company or obligation owed to the Company under any of its Subsidiariesthe Material Contracts (as defined below), (vii) any settlement written notice from the SEC in connection with any investigation or compromise action by the SEC which investigation or action seeks to, or could reasonably be expected to result in, the restatement by the Company of any material income Tax liabilityof its current or previously disclosed financial statements, and to the actual knowledge of any of the executive officers of the Company ("Knowledge"), no such investigation or action has been threatened by, or is being considered by, the SEC and no facts or circumstances exist that could reasonably be expected to result in any such investigation, action or restatement of financial statements, or (viii) any acquisition, sale or transfer discussion except as otherwise disclosed with any representative of any material asset entity regarding the consolidation or merger of the Company with or into any such entity, regarding the sale, conveyance or disposition of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company all or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge substantially all of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or to such entity, regarding any transactions in which more than 50% of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the voting power of the Company or (g) any acquisition or divestiture is disposed of, or investment inregarding any other form of acquisition, liquidation, dissolution or winding up of the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.1(f) of the REIT Disclosure Schedule or as disclosed in or reflected in the REIT SEC Documents, and except as contemplated by this Agreement or as disclosed in Section 3.7 Agreement, since the date of the Company Disclosure Letter most recent audited financial statements included in the REIT SEC Documents, (including those actions i) nothing has occurred that would have been prohibited by Section 3.1 if the terms of such subsections had been in effect as of and after such date of such financial statements; and (ii) there has not prohibited under Section 5.1been: (A) and except for changes disclosed regularly scheduled monthly and quarterly dividend and distribution payments in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and amounts consistent with past practicepractices, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyREIT's capital stock or the OP Units; (other than as expressly permitted by the terms of Section 5.1(a)), (cB) any purchaseamendment of any term of any outstanding equity security of the REIT or any Subsidiary of the REIT; (C) any repurchase, redemption or other acquisition by the REIT or any Subsidiary of the REIT of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the REIT or any Subsidiary of the REIT; (D) any material change in any method of accounting or accounting practice or any tax method, practice or election by the REIT or any Subsidiary of the REIT; (E) any amendment of any employment, consulting, severance, retention or any other securities of agreement between the Company REIT or any of its Subsidiaries and any officer or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any director of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company REIT or any of its Subsidiaries, ; or (viiF) any settlement change, event or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreementeffect that has had, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate could reasonably be expected to have have, a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonREIT.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementDisclosure Schedule, since December 31, 1999, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and in a manner consistent with past practicepractices, and since December 31, 2002 there has not been been: (ai) any events or occurrences that individually or material change in the aggregate would reasonably be expected to have a Material Adverse Effect on financial condition, properties, business or results of operations of the Company, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or, any purchaseredemption, redemption purchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securitiescapital stock, (diii) any split, combination or reclassification of any of the Company's capital stock or or, except with respect to the Company Stock Options, any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus compensation or other benefits, except for normal annual merit increases in cash any rights with respect to compensation to non-officer employees in the ordinary course event of business consistent with past practice or as was required under any employment agreements a "change in effect as control" (however defined) of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Company, (iiv) any granting by the Company to any officer or any group or class of its Subsidiaries employees of the Company of any right to any such current severance or former directortermination pay upon severance or termination of employment, officer or employee of (vi) any increase in severance benefits available under or termination payestablishment of any the Company Benefit Plans (as defined below), except to non-officer employees in the ordinary course of business consistent with past practice, or (iiivii) any entry material change in accounting methods, principles or practices by the Company or any of its Subsidiaries intoCompany, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisitionmortgage or pledge of, sale or transfer creation of any material asset lien, pledge, charge, security interest or encumbrances respecting, any property or assets of the Company or any Company, except for liens of its Subsidiaries other than in the ordinary course of business consistent with past practicecurrent property taxes not yet due and payable, (ix) any entering into by the disclosure of proprietary confidential information of the Company to any person not connected or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or otherwise related to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company loss, waiver or any of its Subsidiaries release of any material rights of their respective material assets the Company, or (xi) except as would not individually the negotiation or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration execution of any Company Intellectual Propertyarrangement, (f) any damage, destruction agreement or loss (whether or not covered by insurance) with respect understanding to any assets of which the Company or any of its Subsidiaries that would reasonably is a party which cannot be expected to have a Material Adverse Effect on terminated by the Company on notice of thirty (30) days or (g) any acquisition less without cost or divestiture of, or investment in, the equity or debt securities of any Personpenalty.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 Schedule 3.12 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed Schedule or in the Company SEC Documents filed prior to the execution of date hereof, or as otherwise expressly permitted or expressly contemplated by this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 2008, there has not been (ai) any events change or occurrences that individually or development in the aggregate would reasonably be expected to have a Material Adverse Effect on the Companybusiness, operations, assets, liabilities, condition (b) any declaration, setting aside financial or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)otherwise), (c) any purchaseresults of operations, redemption cash flows or other acquisition of any shares of capital stock or any other securities properties of the Company or any of its Subsidiaries which has had, or any optionswould reasonably be expected to have, warrantsindividually or in the aggregate, calls or rights a Company Material Adverse Effect, and to acquire such shares or other securities, (d) any split, combination or reclassification of any the knowledge of the Company's capital stock , no fact or any issuance or condition exists which is reasonably likely to cause a Company Material Adverse Effect in the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stockfuture, (e)(iii) any granting change by the Company or any of its Subsidiaries to any current in its accounting methods, principles or former directorpractices, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than changes required by applicable law or GAAP or regulatory accounting as expressly permitted concurred in by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceCompany's independent accountants, (iii) any entry by the Company or any of its Subsidiaries intointo any contract or commitment of (A) more than $250,000 or (B) $100,000 per annum with a term of more than one year, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees other than loans and loan commitments in the ordinary course of business consistent with past practicebusiness, (iv) any amendment todeclaration, setting aside or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise payment of any material income Tax liability, (viii) any acquisition, sale dividend or transfer distribution in respect of any material asset capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, other than in the ordinary course of business consistent with past practice, (ixv) any entering increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or employees of the Company or any of its Subsidiaries, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (vi) any material election made by the Company or any of its Subsidiaries of for federal or state income tax purposes, (vii) any material contract or agreement, or material amendment or termination of any material contract or agreement (other than change in the ordinary course of business) credit policies or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets procedures of the Company or any of its Subsidiaries that would reasonably be expected Subsidiaries, the effect of which was or is to have a Material Adverse Effect on the Company make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, or (gix) any acquisition material lease of real or divestiture ofpersonal property entered into, other than in connection with foreclosed property or investment in, in the equity or debt securities ordinary course of any Personbusiness consistent with past practice.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to or Schedule 2.7 of the execution Company Disclosure Letter, since the date of this Agreement, the most recent audited financial statements included in the Company SEC Documents (the "Company Financial Statement Date") the Company and its the Company Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition of properties and consistent with past practice, issuance of securities) and since December 31, 2002 there has not been (a) any events or occurrences that individually or material adverse change in the aggregate business, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole (a "Company Material Adverse Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to have result in a Company Material Adverse Effect on the CompanyChange, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))Common Stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for for, or giving the right to acquire by exchange or exercise, shares of the Company's capital stockits beneficial interest or any issuance of an ownership interest in, any Company Subsidiary except as contemplated by this Agreement, (e)(id) any granting damage, destruction or loss, whether or not covered by the insurance, that has or would have caused or created a Company or Material Adverse Effect, (e) any of its Subsidiaries change made prior to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change this Agreement in accounting methods, principles or practices by the Company or any of its Subsidiaries Company Subsidiary materially affecting their respective its assets, liabilitiesliabilities or business, results of operations except insofar as may have been disclosed in Company SEC Documents or businesses, (vi) any Tax election that, individually or required by a change in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreementGAAP, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damageamendment of any employment, destruction consulting, severance, retention or loss (whether any other agreement between the Company and any officer or not covered by insurance) with respect to any assets director of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except (i) as would not be reasonably likely to have a Material Adverse Effect or (ii) in connection with this Agreement and the Transactions, from September 30, 2013 through the date of this Agreement, each of the Company and the Company Subsidiaries has conducted its business in all material respects in the ordinary course of business. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 4.8 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in Schedule, from September 30, 2013 through the Company SEC Documents filed prior to the execution date of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 Agreement there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, Effect; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to of the Company’s or any of the Company's Company Subsidiaries’ capital stock (other than as expressly permitted stock, except for any dividend or distribution by a Company Subsidiary to the terms Company or another Company Subsidiary and the cash dividend of Section 5.1(a))$0.10 per ADS paid on September 20, 2013; (c) any purchaseredemption, redemption repurchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its the Company Subsidiaries (other than the acquisition of Shares tendered by employees or former employees in connection with a cashless or net exercise of Company Stock Options or in order to pay Taxes in connection with the vesting or exercise of any options, warrants, calls or rights grants (including Company Stock Options and Company Restricted Share Units) pursuant to acquire such shares or other securities, the terms of a Company Stock Plan); (d) any split, combination or reclassification of any of material change by the Company's capital stock or any issuance or the authorization of any issuance of any other securities Company in its accounting principles; (e) with respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by to the Company or any Company Subsidiary, any election, change or revocation of its Subsidiaries any material election relating to Taxes, any release, assignment, settlement or compromise of any material Tax liability or surrender of any material refund, or any material change to any current of methods of reporting income or former director, officer or other employee of the Company or its Subsidiaries of deductions for Tax purposes; (f) any material increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees not in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms compensation or benefits payable or to become payable to any officer or employee of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, Company Subsidiary; (iiig) any entry by the Company or any of its Subsidiaries into, or any amendments adoption of, any Benefit Plan with any current resolution to approve or former director, officer petition or employee, except with non-key employees similar proceeding or Order in the ordinary course of business consistent with past practice, (iv) any amendment relation to, a plan of complete or modification ofpartial liquidation, any Company Stock Optiondissolution, (v) except insofar as may have been required by a change in GAAPscheme of arrangement, any change in accounting methodsmerger, principles consolidation, restructuring, recapitalization or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes other reorganization of the Company or any of its Subsidiaries, the Company Subsidiaries or (viih) any settlement receiver, trustee, administrator or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset other similar Person appointed in relation to the affairs of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company property or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personpart thereof.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 2.9 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed Schedule or in the Company SEC Documents filed prior to the execution of Unaudited Financial Statements, or as otherwise provided in this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicesince January 10, and since December 312006, 2002 there has not been been: (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))’s stock, (c) or any purchase, redemption or other acquisition by the Company of any shares of the Company’s capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's ’s capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases in of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company into any licensing or other agreement with regard to non-officer employees the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or as was any amendment or consent with respect to any licensing agreement filed or required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting to be filed by the Company or any of its Subsidiaries with respect to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceGovernmental Entity, (iiivi) any entry material change by the Company or any of in its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiariespractices, (vii) any settlement or compromise change in the auditors of any material income Tax liabilitythe Company, (viii) any acquisition, sale or transfer issuance of any material asset capital stock of the Company or any of its Subsidiaries Company, other than pursuant to the Company’s Stock Option Plans in the ordinary course of business consistent with past practicecourse, (ix) any entering into revaluation by the Company or of any of its Subsidiaries assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any material contract or agreement, or material amendment or termination sale of any material contract or agreement (assets of the Company other than in the ordinary course of business) , or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company agreement, whether written or oral, to do any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personforegoing.

Absence of Certain Changes or Events. (a) Except as contemplated by this Agreement or as disclosed in Section 3.7 Schedule 3.6 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in Schedule or the Company SEC Documents filed with the SEC after December 31, 1997 and prior to the execution date of this Agreement, or except as contemplated by this Agreement, since December 31, 1997, each of the Company and its Subsidiaries have conducted their business only in the ordinary course and of business consistent with past practice, and since December 31, 2002 there has not been been: (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Capital Stock of the Company's capital stock Company or any of its Subsidiaries; (other than as expressly permitted by the terms of Section 5.1(a)), (cii) any purchasesplit, redemption combinations, reclassification or amendment of any term of any outstanding Capital Stock or other acquisition of any shares of capital stock or any other securities security of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or (other securities, (d) any split, combination or reclassification than issuance of Common Stock upon the exercise of any of the Company's capital stock or Company Options) any issuance or the authorization of any the issuance of any securities of the Company or any of its Subsidiaries, other than in connection with the transactions contemplated hereby; (iii) any repurchase, redemption or other acquisition by the Company or any Subsidiary of the Company of any outstanding Capital Stock or other securities in respect of, in lieu of the Company or in substitution for shares any Subsidiary of the Company's capital stock, except as contemplated by the Stock Plans; (e)(iiv) (A) any granting grant by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment or other agreements or benefit arrangements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)December 31, 1997, or (iiB) any granting grant by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees as was required or provided for under any employment, severance, termination or other agreements or benefit arrangements in the ordinary course effect as of business consistent with past practiceDecember 31, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, 1997; (v) except insofar as may have been required by a change in GAAP, any material change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessesSubsidiaries, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of casualties affecting the Company or any of and its Subsidiaries, (vii) any settlement taken as a whole, or compromise of any material income Tax liabilityloss, (viii) any acquisition, sale damage or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract destruction to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets properties or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Companyassets, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company insurance or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personnot.

Absence of Certain Changes or Events. Except as contemplated set forth in Schedule 6.1(i), since October 4, 1998 there has not been (i) any damage, destruction or other casualty loss with respect to property owned by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions or any of its Subsidiaries not prohibited under Section 5.1) covered by insurance, or any strike, work stoppage or slowdown or other labor trouble involving the Company or any of its Subsidiaries which, in any of such cases, materially and except for changes disclosed adversely affected, or could affect in the Company SEC Documents filed prior to future, the execution financial condition of this Agreement, the Company and its Subsidiaries have conducted their business only considered as a whole; (ii) any material adverse change in the ordinary course financial condition of the Company and consistent with past practiceits Subsidiaries, considered as a whole, excluding any changes and since December 31effects resulting from changes in economic, 2002 there has regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and its Subsidiaries are involved and which do not been affect the Company in a manner materially disproportionate to the effect on CBRL and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof, or changes or effects previously disclosed in writing (aincluding all Schedules attached hereto) by the Company to CBRL and its representatives; (iii) any events issuance by the Company or occurrences that individually any of its Subsidiaries of any shares, options, calls or commitments relating to shares of the Company's or its Subsidiaries' capital stock, or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from the Company or any of its Subsidiaries, any shares of the Company's or its Subsidiaries' capital stock, other than the issuance by the company pursuant to the Stock Option Plans of shares of Common Stock upon the exercise of options granted under such Stock Option Plans, or any redemption, purchase or other acquisition by the Company or any of its Subsidiaries of any such shares; (iv) any split, combination or other similar change in the aggregate would reasonably be expected to have a Material Adverse Effect on outstanding shares of the Company, ; or (bv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, capital stock or property) with respect to any the capital stock of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or Since March 31,2005 except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Section 3.7 4.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution Schedule, each of this Agreement, the Company and the Company Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice and, and since December 31such date, 2002 there has not been (ai) any events event or occurrences circumstance that individually has had or in the aggregate would could reasonably be expected to have a Company Material Adverse Effect on Effect, (ii) any event that would reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement and the consummation of the Amalgamation by the Company, (biii) any change by the Company or any Company Subsidiary in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether distribution, in cash, stock or property) with respect to any of the Company's shares of the capital stock of the Company or any Company Subsidiary (other than as expressly permitted by the terms of Section 5.1(a))wholly-owned Company Subsidiaries) or any redemption, (c) any purchase, redemption purchase or other acquisition of any shares of capital stock the securities or other ownership interests in the Company or any of the Company Subsidiaries, (v) other than in the ordinary course of business consistent with past practice and not material to the Company either individually or in the aggregate or required by applicable Law or by the terms of any individual employment agreement or collective bargaining agreement, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, share option (including the granting of share options, share appreciation rights, performance awards or restricted share awards), share purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to employees, officers, consultants or directors of the Company or any Company Subsidiary, (vi) any issuance or sale of any share, notes, bonds or other securities of the Company or any Company Subsidiary (other than pursuant to the exercise of its Subsidiaries outstanding Options or Warrants), or any optionsmodification, warrants, calls or rights to acquire such shares amendment or other securitieschange of any term thereto, (dvii) any splitamendment to the Company’s or any Company Subsidiary’s Organizational Documents, combination (viii) other than in the ordinary course of business consistent with past practice, any (1) purchase, sale, assignment or transfer of any assets of the Company or any Company Subsidiary, (2) Encumbrance created upon any assets or properties of the Company or any Company Subsidiary except for liens for Taxes not yet delinquent or pursuant to any indebtedness for borrowed money outstanding on the date hereof or (3) waiver by the Company or any Company Subsidiary of any rights of material value or cancellation of any debts or claims, (ix) any settlement, waiver, release, assignment or compromise relating to any Suit involving the Company or any Company Subsidiary except for settlements, waivers, releases, assignments and compromises which, individually and in the aggregate, are not material, (x) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company and the Company Subsidiaries, taken as a whole, (xi) any split in the Company’s capital stock, combination, subdivision or reclassification of any of the Company's ’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of of, or in substitution for for, shares of the Company's its capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted contemplated by the terms of Section 5.1(k)this Agreement, (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iiixii) any entry by the Company or any of its Subsidiaries Company Subsidiary into, or any amendments of, (A) any Benefit Plan employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement or any other agreement with or involving any current or former director or officer of the Company or any Company Subsidiary or (B) any agreement with any current or former director, officer officer, employee or employeeconsultant of the Company or any Company Subsidiary the benefits of which are contingent, except or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any Company Subsidiary of a nature contemplated by this Agreement, (xiii) other than as required by applicable Law, any adoption of, any amendment to or any termination of any Company Benefit Plan, (xiv) any elections with non-key employees in respect to Taxes by the Company or any Company Subsidiary outside of the ordinary course of business consistent and inconsistent with past practicepractice that would have the effect of materially increasing any liability for or materially decreasing any refund of Taxes, (ivxv) any amendment to, settlement or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices compromise by the Company or any Company Subsidiary of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company refund, or any of its Subsidiaries, (viixvi) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into agreement by the Company or any Company Subsidiary to do any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than the things described in the ordinary course of businesspreceding clauses (i) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound through (or to the Knowledge of the Company, by any other party theretoxvi), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 Since the date of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior Balance Sheet to the execution date hereof, (a) the business of this Agreement, the Company and each its Subsidiaries have has been conducted their business only in all material respects in the ordinary course and of business consistent with past practice, practice and since December 31, 2002 (b) there has not been been: (ai) any events or occurrences that Effect that, individually or in the aggregate aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's ’s or any of its Subsidiaries’ capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or any purchase, redemption or other acquisition by Company or any of its Subsidiaries of any shares of Company’s capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for cash dividends by a wholly-owned Subsidiary to its parent, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiii) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted payment by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to of any such current bonus, or former director, officer any granting by Company or employee any of its Subsidiaries of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) pay or any entry by the Company or any of its Subsidiaries into, or any amendments modification or amendment of, any Benefit Plan currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (iv) entry by Company or any of its Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any current or former director, officer or employee, except with material Intellectual Property other than non-key employees exclusive licenses granted in the ordinary course of business of Company consistent with past practice, (ivv) any amendment to, or modification of, consent with respect to any Company Stock OptionMaterial Contract in effect since the date of the Company Balance Sheet, (vvi) except insofar as may have been required by a change in GAAP, any change by Company in its accounting methods, principles or practices practices, except as required by concurrent changes in GAAP or by the SEC, (vii) any change by Company in its Tax elections or accounting methods, or any closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for Taxes, (viii) any material revaluation by Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiariesassets, (vii) any settlement including writing down the value of capitalized inventory or compromise of any material income Tax liability, (viii) any acquisition, sale writing off notes or transfer of any material asset of the Company or any of its Subsidiaries accounts receivable other than in the ordinary course of business consistent with past practice, (ix) any entering into communication from The NASDAQ Global Market or by Company with respect to any potential delisting of the Shares, (x) any cancellation by Company or any of its Subsidiaries of any material contract debts or agreement, or material amendment or termination waiver of any claims or rights of material contract value, (xi) any sale, transfer or agreement (other than in disposition outside of the ordinary course of businessbusiness of any properties or assets (whether real, personal or mixed, tangible or intangible) or default by the Company or any of its Subsidiaries underSubsidiaries, or (xii) any material contract agreement, whether in writing or otherwise, to which the take any action described in this Section by Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonSubsidiaries.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC ------------------------------------ Documents filed and publicly available (either on the XXXXX system or by delivery to the Purchasers) prior to the execution date of this AgreementAgreement (the "Filed SEC Documents"), since the Company and its Subsidiaries have conducted their business only date of the most recent audited financial statements included in the ordinary course and consistent with past practiceFiled SEC Documents, and since December 31, 2002 there has not been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (dii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry damage, destruction or loss of property, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Company or any of and its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practicesubsidiaries taken as a whole, (iv) any amendment tochange in accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or modification ofbusiness, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, (v) any change in accounting methods, principles or practices by material adverse effect on the Company or any of and its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessessubsidiaries taken as a whole, (vi) any Tax election thatamendment, individually waiver or in the aggregate, would reasonably be expected to adversely affect in any compromise of a material respect the Tax liability or Tax attributes right of the Company or obligation owed to the Company under any of its Subsidiariesthe Material Contracts (as defined below), (vii) any settlement written notice from the SEC in connection with any investigation or compromise action by the SEC which investigation or action seeks to, or could reasonably be expected to result in, the restatement by the Company of any material income Tax liabilityof its current or previously disclosed financial statements, and to the actual knowledge of any of the executive officers of the Company ("Knowledge"), no such investigation or action has been threatened by, or is being considered by, the SEC and no facts or circumstances exist that could reasonably be expected to result in any such investigation, action or restatement of financial statements, or (viii) any acquisition, sale or transfer discussion except as otherwise disclosed with any representative of any material asset entity regarding the consolidation or merger of the Company with or into any such entity, regarding the sale, conveyance or disposition of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company all or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge substantially all of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or to such entity, regarding any transactions in which more than 50% of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the voting power of the Company or (g) any acquisition or divestiture is disposed of, or investment inregarding any other form of acquisition, liquidation, dissolution or winding up of the equity or debt securities of any PersonCompany.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed for liabilities ------------------------------------ incurred in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of connection with this Agreement, the Company Option Agreements or the transactions contemplated hereby or thereby, and except as permitted by Section 4.1(b), since June 29, 1996, JPFI and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice or as disclosed in any JPFI SEC Document filed since such date and prior to the date hereof, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or material adverse change in the aggregate would reasonably be expected to have a Material Adverse Effect on the CompanyJPFI, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyJPFI's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the CompanyJPFI's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the CompanyJPFI's capital stock, except for issuances of JPFI Common Stock upon exercise or conversion of JPFI Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (e)(iiv)(A) any granting by the Company JPFI or any of its Subsidiaries subsidiaries to any current or former director, executive officer or other key employee of the Company JPFI or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees as a result of promotions, normal increases of base pay in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)June 29, 1996, (iiB) any granting by the Company JPFI or any of its Subsidiaries subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, or (iiiC) any entry by the Company JPFI or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any Benefit Plan employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been disclosed in JPFI SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "JPFI Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by JPFI materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Company JPFI Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on JPFI or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations tax attributes or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, tax liability or (viiivii) any acquisition, sale or transfer of any material asset of the Company action taken by JPFI or any of its Subsidiaries other than in the ordinary course JPFI subsidiaries during the period from June 30, 1996 through the date of business consistent with past practicethis Agreement that, (ix) any entering into by if taken during the Company or any period from the date of its Subsidiaries this Agreement through the Effective Time, would constitute a breach of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party theretoSection 4.1(b), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as disclosed otherwise provided in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 2004, there has not been been: (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or any purchase, redemption or other acquisition by the Company of any shares of the Company's capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases in of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company into any licensing or other agreement with regard to non-officer employees the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or as was any amendment or consent with respect to any licensing agreement filed or required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting to be filed by the Company or any of its Subsidiaries with respect to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceGovernmental Entity, (iiivi) any entry material change by the Company or any of in its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiariespractices, (vii) any settlement or compromise change in the auditors of any material income Tax liabilitythe Company, (viii) any acquisition, sale or transfer issuance of any material asset capital stock of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practiceCompany, (ix) any entering into revaluation by the Company or of any of its Subsidiaries assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any material contract or agreement, or material amendment or termination sale of any material contract or agreement (assets of the Company other than in the ordinary course of business) , or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company agreement, whether written or oral, to do any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personforegoing.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreementdate hereof or in Schedule 4.1(l), since December 31, 2002, the Company and its Subsidiaries Subsidiary have conducted their business the Business only in the ordinary course and consistent with past practice, and since December 31, 2002 there has not been been: (ai) other than any events event relating to the economy or occurrences that individually securities markets in general, any event, occurrence or in the aggregate would development of a state of circumstances which has had or could reasonably be expected to have a Material Adverse Effect on the Company, Effect; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's or its Subsidiary's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or any purchase, redemption or other acquisition by the Company of any shares of the Company's capital stock or any other securities of the Company or any of its Subsidiaries Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Companyits Subsidiary's capital stock, ; (e)(iiv) any granting by the Company or its Subsidiary of any of its Subsidiaries to increase in compensation or fringe benefits or any current or former director, officer or other employee of payment by the Company or its Subsidiaries Subsidiary of any increase in compensationbonus, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee Subsidiary of any increase in severance or termination paypay or any entry by the Company or its Subsidiary into any currently effective employment, except severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; (v) entry by the Company or its Subsidiary into (x) any licensing or other contract relating to nonthe use, acquisition or disposition of any Intellectual Property other than (1) end-officer employees user licenses of commercially available software applications for internal use by the Company in the ordinary course of business consistent with past practice, and (iii2) any entry by commercial licenses of the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees Company's software in the ordinary course of business consistent with past practice, or (ivy) any amendment toor consent with respect to any material licensing or other contract relating to the use, acquisition or modification of, disposition of any Company Stock Option, Intellectual Property; (vvi) except insofar as may have been required by a change in GAAP, any change by the Company in its accounting methods, principles or practices practices, except as required by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or concurrent changes in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, GAAP; (vii) any settlement or compromise revaluation by the Company of any material income Tax liabilityof its assets, (viii) including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any acquisition, sale or transfer of any material asset assets of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, ; (viii) entry by the Company or its Subsidiary into any contract filed or required to be filed by the Company with the SEC and not so filed; (ix) any entering into negotiation or agreement by the Company or its Subsidiary to do any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than the things described in the ordinary course of businesspreceding clauses (i) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound through (or to the Knowledge of the Company, by any other party theretoviii), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1------------------------------------- Schedule 4.01(g) and except for changes disclosed or in the Company SEC Documents filed and publicly available prior to the execution date of this AgreementAgreement (the "Filed SEC Documents"), since the date of the most recent financial statements included in the SEC Documents, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or Material Adverse Change in the aggregate would reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on the Companywhole, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to to, or any repurchase for value by the Company of, any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, (e)(iiv) (x) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, employee or officer or other employee of the Company or any of its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiy) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, employee or officer or employee of any increase in severance or termination pay, except to non-officer employees as was required under any employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the ordinary course of business consistent with past practice, Filed SEC Documents or (iiiz) any entry by the Company or any of its Subsidiaries into, subsidiaries into any employment or any amendments of, any Benefit Plan termination agreement with any current or former such director, officer employee or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Optionofficer, (v) except insofar as may have been required any damage, destruction or loss, whether or not covered by insurance, that has a change in GAAP, Material Adverse Effect on the Company or (vi) any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective its assets, liabilities, liabilities or results of operations operations, except insofar as may have been required by a change in GAAP or businesses, (vi) any Tax election that, individually other applicable law or in the aggregate, would reasonably regulation. The foregoing representation and warranty shall not be expected deemed to adversely affect in any material respect the Tax liability or Tax attributes be inaccurate as of the Company or any of its Subsidiaries, (vii) any settlement or compromise Closing Date solely by reason of any material income Tax liability, action described in clauses (viiii)-(xiii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into Section 5.01 that is taken by the Company or any of its Subsidiaries subsidiaries after the date of any material contract or agreement, or material amendment or termination this Agreement with the consent of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonParent.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed set forth in Section 3.7 3.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in Schedule, since June 30, 2009 through the Company SEC Documents filed prior to the execution of this Agreementdate hereof, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice and, and since December 31such date through the date hereof, 2002 (i) there has not been (a) occurred any events Material Adverse Effect or occurrences an event or development that would, individually or in the aggregate would aggregate, reasonably be expected to have a Material Adverse Effect on or any event or development that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement or the Registration Rights Agreement by the Company and (ii) the Company has not (A) issued, sold, pledged, disposed, granted or encumbered any shares of any class of capital stock or other Equity Interests in or of the Company, (bB) sold, pledged, disposed, transferred, leased, licensed, guaranteed or encumbered any declaration, setting aside material property or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any assets of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iiiC) acquired (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any entry by the Company corporation, partnership, other business organization or any division thereof, (D) incurred any indebtedness for borrowed money which, individually or together with all such other indebtedness, exceeds $200,000, (E) granted any security interest in any of its Subsidiaries intomaterial assets except for such security interests as would constitute a Permitted Lien, (F) made or authorized any capital expenditure or purchase of fixed assets other than in the ordinary course of business, (G) increased the compensation or benefits payable to or to become payable to its directors, officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company which are not across-the-board increases, or granted any amendments ofrights to severance or termination pay to, or entered into any employment or severance agreement with, any Benefit Plan with any current or former director, officer or other employee (other than severance for employees other than officers, in accordance with past practice, in connection with such employee’s termination of employment with the Company) of the Company, or taken any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Plan, (H) made, revoked or changed any election in respect of Taxes, adopted or changed any material accounting method in respect of Taxes or settled or compromised any material claim, notice, audit report, liability or assessment in respect of Taxes, (I) made any material change, other than changes required by GAAP or in the ordinary course of business, with respect to accounting policies or procedures of the Company, (J) pre-paid any long-term debt or paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except with non-key employees for such payments, discharges or satisfaction of claims as were in the ordinary course of business consistent with past practicepractice or (K) written up, (iv) any amendment to, written down or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by written off the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise book value of any material income Tax liabilityassets, (viii) any acquisition, sale or transfer a material amount of any material asset of the Company or any of its Subsidiaries other assets, other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered required by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonGAAP.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) Schedule 2.9 hereto and except for changes disclosed in the Company SEC Documents filed prior to the execution of this AgreementTransactions, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 2005, there has not been been: (ai) any events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the CompanyCompany and its Subsidiaries, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) or any purchase, redemption or other acquisition by the Company of any shares of the Company's capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, (diii) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(iiv) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus compensation or other fringe benefits, except for normal annual merit increases in of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or its Subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiaries of any increase in severance or termination pay or any entry by the Company or its Subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company or its Subsidiaries into any licensing or other agreement with regard to non-officer employees the acquisition or disposition of any Intellectual Property (as defined in Section 3.20 hereof) other than licenses in the ordinary course of business consistent with past practice or as was any amendment or consent with respect to any licensing agreement filed or required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting to be filed by the Company or any of its Subsidiaries with respect to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceGovernmental Entity, (iiivi) any entry material change by the Company or any of in its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessespractices, (vivii) any Tax election that, individually or change in the aggregateauditors of the Company, would reasonably be expected to adversely affect in (vii) any material respect the Tax liability or Tax attributes issuance of capital stock of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, or (viii) any revaluation by the Company or its Subsidiaries of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.

Absence of Certain Changes or Events. Except as set forth in the Disclosure Schedule or except as otherwise contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December May 31, 2002 2002, there has not been (a) any events damage, destruction or occurrences that individually casualty loss to the physical properties of the Company (whether covered by insurance or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, not); (b) any material change in the business, operations or financial condition of the Company and the Subsidiaries; (c) any entry into any transaction, commitment or agreement (including without limitation any borrowing or capital expenditure) material to the Company and the Subsidiaries course of business; (d) any redemption or other acquisition by the Company or any Subsidiary of the Company's capital stock or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) property with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, ; (e)(ie) any granting increase in the rate or terms of compensation payable or to become payable by the Company or any subsidiary to its directors, officers or employees or any increase in the rate or terms of its Subsidiaries to any current or former directorbonus, officer pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees; (f) any change in production schedules, acceleration of sales, or reduction of aggregate administrative, marketing, advertising and promotional expenses or research and development expenditures other than in the ordinary course of business; (g) any sale, transfer or other disposition of any asset of the Company or its the Subsidiaries of to any increase in compensationparty, bonus or other benefitsincluding Seller, except for normal annual merit increases payment of third-party obligations incurred in cash compensation the ordinary course of business in accordance with the Company's or the Subsidiaries' regular payment practices; (h) any termination or waiver of any material rights of value to non-officer employees the business of the Company and the Subsidiaries; or (i) any failure by the Company or the Subsidiaries to pay their accounts payable or other obligations in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting unless such account payable is disputed by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.applicable Subsidiary. 7 <PAGE> 2.10

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, since March 31, 2006, the Company and its Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course Ordinary Course of Business. Except as disclosed on Schedule 3.21, neither the Company nor any of its Subsidiaries has, except the Ordinary Course of Business and consistent with past practice, and since December 31, 2002 there where it has not been (a) any events had or occurrences that individually or in the aggregate would not reasonably be expected to have have, a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, either individually or in the aggregate, would reasonably be expected ): (a) been subjected to adversely affect in any material respect the Tax liability or Tax attributes of the Company permitted a Lien upon or otherwise encumbered any of its Subsidiariesassets, other than Permitted Liens; (viib) any settlement sold, transferred, licensed or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or leased any of its Subsidiaries assets or properties; (c) discharged or satisfied any obligation or liability, other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect current liabilities shown on the Company’s March 31, 2006 balance sheet and current liabilities incurred since March 31, 2006; (d) cancelled or compromised any lapsedebt owed to or by or claim of or against it, reversion, termination or expiration waived or released any right of value; (e) suffered any Company Intellectual Property, (f) any physical damage, destruction or loss (whether or not covered by insurance) with respect causing a Material Adverse Effect; (f) entered into any transaction or agreement (other than this Agreement) relating to its assets or business (including the acquisition or disposition of any assets or property) or any relinquishment of any Contract or other right or otherwise committed or obligated itself to any assets capital expenditure; (g) made or suffered any change in, or condition affecting, its condition (financial or otherwise), properties, profitability, or operations; (h) made any change in the accounting principles, methods, records or practices followed by it or depreciation or amortization policies or rates theretofore adopted, except as may be required under GAAP; (i) made or suffered any amendment or termination of any Company Listed Contract; (j) paid, or made any accrual or arrangement for payment of, any severance or termination pay to, or entered into any employment or loan or loan guarantee agreement with, any current or former officer, director or employee or consultant of the Company or any of its Subsidiaries; (k) paid, or made any accrual or arrangement for payment of, any increase in compensation, bonuses or special compensation of any kind to any officer, director, employee or consultant of the Company or any Company Subsidiary; (l) made or agreed to make any charitable contributions or incurred any non-business expenses; (m) changed or suffered change in any benefit plan or labor agreement affecting any employee of the Company or any of its Subsidiaries that would reasonably be expected otherwise than to have a Material Adverse Effect on conform to Legal Requirements; (n) entered into any exclusive license, distribution, marketing or sales agreement; (o) made any commitment to any Person to develop software without charge or incorporate any software into the Company Products; or (gp) entered into any acquisition agreement or divestiture of, or investment in, otherwise obligated itself to do any of the equity or debt securities of any Personforegoing.

Absence of Certain Changes or Events. Except as may be reflected in the Company Financial Information or set forth in Section 2.6 of the Company Disclosure Schedule, and except as may be contemplated by this Agreement or as disclosed in Section 3.7 of and the Company Disclosure Letter other Transaction Agreements (including those actions not prohibited under the payment of any dividend, distribution or other amount contemplated by Section 5.16.17), since December 31, 1996 (a) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries taken as a whole have conducted their business businesses only in, and have not engaged in any material transaction other than according to, the ordinary course and of such businesses consistent with past practice, practice and since December 31, 2002 (b) there has not been (ai) any events adverse change in the properties, financial condition or occurrences that results of operations of the Company and its Subsidiaries taken as a whole or any development or combination of developments of which the Company has knowledge that, individually or in the aggregate would aggregate, has had or is reasonably be expected likely to have a Company Material Adverse Effect on Effect; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased, or otherwise used by the Company, Company or any of its Subsidiaries whether or not covered by insurance; (biii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, respect of the capital stock or property) with respect to any of the Company's capital stock ; (other than as expressly permitted by the terms of Section 5.1(a)), (civ) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting material change by the Company in accounting principles, practices or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, methods; (v) except for normal annual merit increases in cash compensation to non-officer employees or amendments in the ordinary course of business consistent with past practice or as was required under required-by law, any employment agreements in effect as of the date of the most recent financial statements included material increase in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting compensation payable or to become payable by the Company or any of its Subsidiaries to any such current of their directors, officers or former director, officer employees or employee of any material increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries intobenefits under, or any amendments adoption of, any Benefit Plan bonus, insurance, pension or other employee benefit plan, payment or arrangement, for or with any current such directors, officers or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, employees; (vi) any Tax election terminations or amendment of any Company Material Contract except for any termination or amendments that, individually or in the aggregate, would are not reasonably be expected likely to adversely affect in any material respect the Tax liability have a Company Material Adverse Effect; or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement agreement, whether in writing or compromise of otherwise, to take any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company action described in this Section 2.6 or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries action that would reasonably be expected to have constitute a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Personbreach under Section 6.1 hereof.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed set forth in Section 3.7 3.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in Schedule or as stated on the Company SEC Documents filed prior to unaudited interim balance sheet of the execution of this Agreementcompany at June 30, 2000, since December 31, 1999, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and consistent with past practicepractice and, and since December 31such date, 2002 there has not been (ai) any events or occurrences Company Material Adverse Effect, (ii) any event that individually or in the aggregate would could reasonably be expected to have a Material Adverse Effect on prevent or materially delay the performance of the Company's obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby by the Company, (biii) any change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms shares of Section 5.1(a))Company Capital Stock or any redemption, (c) any purchase, redemption purchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Optionsecurities, (v) except insofar as may have been required by a change any increase in GAAPthe compensation or benefits or establishment of any bonus, any change in accounting methodsinsurance, principles severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or practices by the Company restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businessesthe Company, (vi) any Tax election thatissuance or sale of any stock, individually notes, bonds or in the aggregateother securities, would reasonably be expected to adversely affect in or entering into any material agreement with respect the Tax liability or Tax attributes of the Company or any of its Subsidiariesthereto, (vii) any settlement amendment to the Company's Charter or compromise of any material income Tax liabilityBylaws, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, any (x) purchase, sale, assignment or transfer of any material assets, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Company Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, (ix) any entering into by the Company or any of its Subsidiaries incurrence of any material contract liability (absolute or agreementcontingent), or material amendment or termination except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) any entering into any transaction of a material contract or agreement (nature other than in the ordinary course of business, consistent with past practice, or (xii) any current negotiation (or, with respect to clauses (ii), (iii), (iv) or default (vii) any negotiation, whether past or current) or any agreement by the Company or to do any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound things described in the preceding clauses (or to the Knowledge of the Company, by any other party thereto), (xi) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or through (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person).

Absence of Certain Changes or Events. Except as disclosed in the Company Public Reports, disclosed to Crown prior to the date of this Agreement or as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed prior to the execution of this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 1994, (i) there has not shall have been (a) any events or occurrences that individually or in the aggregate would reasonably be expected to have a no Material Adverse Effect on the Company, (bii) the businesses of the Company and each of its Subsidiaries shall have been conducted only in the ordinary course, consistent with past practice; (iii) neither the Company nor any of its Subsidiaries shall have incurred any material liabilities (direct, contingent or otherwise) or engaged in any material transaction or entered into any material agreement outside the ordinary course of business; (iv) the Company and its Subsidiaries shall not have increased in any material respect the compensation of any officer or granted any general salary or benefits increase to their employees other than in the ordinary course of business; and (v) there shall have been no declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any the capital stock of the Company's capital stock Company (other than as expressly permitted by the terms of in Section 5.1(a10.1(j)), (c) any purchase, redemption or other acquisition . Neither the execution and delivery of any shares of capital stock or any other securities of this Agreement by Shareholder nor the Company or any performance by Shareholder of its Subsidiaries obligations hereunder will, except as disclosed in writing by Shareholder to Crown prior to the execution of this Agreement, result in a default (or give rise to any optionsright of termination, warrants, calls cancellation or rights to acquire such shares or other securities, (dacceleration) any split, combination or reclassification of under any of the Company's capital stock terms, conditions or any issuance or the authorization provisions of any issuance of any other securities in respect ofnote, in lieu of or in substitution for shares of the Company's capital stockbond, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former directormortgage, officer indenture, contract, agreement, lease, license, permit, franchise, or other employee of the Company instrument or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract obligation to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of or any of their respective material assets may be bound, except for such defaults (or (xirights of termination, cancellation or acceleration) except as to which requisite waivers or consents have been obtained or which, in the aggregate, would not individually or result in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or . (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Person.)

Absence of Certain Changes or Events. Except Since September ------------------------------------ 30, 1996, except as contemplated by this Agreement or as Agreement, disclosed in Section 3.7 3.08 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes Schedule, or disclosed in the any Company SEC Documents Report filed prior to the execution of this Agreementsince September 30, 1996, the Company and its the Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since December 31September 30, 2002 1996, there has not been (a) any event or events or occurrences that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company, (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (d) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries to any current or former director, officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), (ii) any granting by the Company or any of its Subsidiaries to any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election thathaving, individually or in the aggregate, would reasonably be expected to adversely affect in a Company Material Adverse Effect, (b) any material respect the Tax liability or Tax attributes of change by the Company in its accounting methods, principles or any of its Subsidiariespractices, (viic) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer revaluation by the Company of any material asset (including, without limitation, any writing down or writing up of the Company value of inventory, writing off of notes or accounts receivable or reversing of any of its Subsidiaries accruals or reserves), other than in the ordinary course of business consistent with past practice, (ixd) any entering into entry by the Company or any of its Subsidiary into any commitment or transaction material to the Company and the Subsidiaries of any material contract or agreementtaken as a whole, or material amendment or termination of any material contract or agreement (other than except in the ordinary course of businessbusiness and consistent in all material respects with past practice, (e) or default by the other than regular dividends, of which $.01 per share of Company or any Common Stock was paid in February 1996 and $.012 per share of its Subsidiaries underCompany Common Stock was paid in January 1997, any material contract to which the Company declaration, setting aside or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries payment of any of their respective material assets dividend or (xi) except as would not individually or distribution in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration respect of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets capital stock of the Company or any redemption, purchase or other acquisition of any of its Subsidiaries that would reasonably be expected securities, or (f) other than pursuant to have a Material Adverse Effect on the contracts referred to in Section 3.10 or as expressly provided for in this Agreement, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or (g) any acquisition or divestiture ofSubsidiary, or investment inexcept in the ordinary course of business consistent in all material respects with past practice. The results of operations for the most recently completed fiscal quarter are not materially lower than the results of operations for the immediately preceding fiscal quarter, and there is no reason to believe that the equity or debt securities results of any Personoperations for the current fiscal quarter will be materially lower than the results of operations for the Company's most recently completed fiscal quarter.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed with or furnished to the SEC prior to the execution of date hereof, or as otherwise expressly permitted or expressly contemplated by this Agreement, the Company and its Subsidiaries have conducted their business only in the ordinary course and consistent with past practice, and since December 31, 2002 2014, there has not been (a) any events change or occurrences that individually or development in the aggregate business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of Company or any of its Subsidiaries which has had, or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the with respect to Company, and no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to Company in the future; (b) any change by Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred by Company’s independent accountants; (c) except as disclosed in Disclosure Schedule Section 3.10(c), any entry by Company or any of its Subsidiaries into any contract or commitment of (i) more than $50,000 or (ii) $25,000 per annum with a term of more than one year, other than purchases or sales of investment securities, and loans and loan commitments, all in the Ordinary Course of Business; (d) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to of any of the Company's capital stock (other than as expressly permitted by the terms of Section 5.1(a)), (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any optionsredemption, warrants, calls or rights to acquire such shares purchase or other securities, (d) any split, combination or reclassification acquisition of any of its securities, other than in the Company's capital Ordinary Course of Business; (e) except as disclosed in Disclosure Schedule Section 3.10(e), any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any issuance other increase in the compensation payable or the authorization to become payable to any directors, officers or employees of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, (e)(i) any granting by the Company or any of its Subsidiaries (other than normal salary adjustments to employees made in the Ordinary Course of Business), or any current grant of severance or former directortermination pay, officer or other employee any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the Ordinary Course of Business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the Company SEC Documents and other than as expressly permitted by the terms of Section 5.1(k), Subsidiaries; (iif) any granting election or changes in existing elections made by the Company or any of its Subsidiaries to for federal or state Tax purposes; (g) except as disclosed in Disclosure Schedule Section 3.10(g), any such current or former director, officer or employee of any increase in severance or termination pay, except to non-officer employees material change in the ordinary course credit policies or procedures of business consistent with past practice, (iii) any entry by the Company or any of its Subsidiaries into, or any amendments of, any Benefit Plan with any current or former director, officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect; (viih) except as disclosed in Disclosure Schedule Section 3.10(h), any settlement material acquisition or compromise disposition of any material income Tax liabilityassets or properties, or any contract for any such acquisition or disposition entered into other than (viii1) any acquisition, sale or transfer of any material asset of the Company investment securities in Company’s or any of its Subsidiaries Subsidiaries’ investment portfolio or (2) loans and loan commitments purchased, sold, made or entered into in the Ordinary Course of Business; or (i) any lease of real or personal property entered into, other than in the ordinary course of business consistent connection with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually foreclosed property or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration Ordinary Course of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any PersonBusiness.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as disclosed in Section 3.7 of the Company Disclosure Letter (including those actions not prohibited under Section 5.1) and except for changes disclosed in the Company SEC Documents filed and publicly available prior to the execution date of this AgreementAgreement (the "Filed SEC Documents") or previously disclosed to Purchaser, since the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course and consistent with past practicecourse, and since December 31, 2002 there has not been (ai) any events or occurrences that individually or in the aggregate change which would reasonably be expected to have a Material Adverse Effect on the CompanyEffect, (bii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's outstanding capital stock (other than as expressly permitted by the terms of Section 5.1(a))stock, (c) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (diii) any split, combination or reclassification of any of the Company's its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its outstanding capital stock, (e)(iiv) (x) any granting by the Company or any of its Subsidiaries subsidiaries to any current or former director, executive officer or other employee of the Company or any of its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal annual merit increases in cash compensation to non-officer employees in the ordinary course of business consistent with past prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Filed SEC Documents and other than as expressly permitted by the terms of Section 5.1(k)Documents, (iiy) any granting by the Company or any of its Subsidiaries subsidiaries to any such current or former director, executive officer or other employee of any increase in severance or termination pay, except to non-officer employees in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents or (iiiz) any entry by the Company or any of its Subsidiaries intosubsidiaries into any employment, severance or any amendments of, any Benefit Plan termination agreement with any current or former director, such executive officer or employee, except with non-key employees in the ordinary course of business consistent with past practice, (iv) any amendment to, other employee or modification of, any Company Stock Option, (v) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its Subsidiaries subsidiaries materially affecting their respective its assets, liabilities, results of operations or businesses, (vi) any Tax election that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the Tax liability or Tax attributes of the Company or any of its Subsidiariesbusiness, (vii) any settlement or compromise of any material income Tax liability, (viii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than except insofar as may have been required by a change in the ordinary course of business consistent with past practice, (ix) any entering into by the Company or any of its Subsidiaries of any material contract or agreement, or material amendment or termination of any material contract or agreement (other than in the ordinary course of business) or default by the Company or any of its Subsidiaries under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound (or to the Knowledge of the Company, by any other party thereto), (x) any revaluation by the Company or any of its Subsidiaries of any of their respective material assets or (xi) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, any lapse, reversion, termination or expiration of any Company Intellectual Property, (f) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect on the Company or (g) any acquisition or divestiture of, or investment in, the equity or debt securities of any Persongenerally accepted accounting principles.