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

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth on Part 2.6 of the Company Disclosure Letter, since the date of the Parent Company Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to ParentCompany, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentCompany's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Company of any of ParentCompany's capital stock or any other securities of Parent Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases that are not, individually or in the aggregate, material in amount from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentCompany's or any of its subsidiaries' capital stock, (iv) any granting by Parent Company or any of its subsidiaries of any material increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent Company or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent Company or any of its subsidiaries of any material increase in severance or termination pay pay, other than in the ordinary course, consistent with past practice, or any entry by Parent Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivi) any material revaluation by Parent Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business, or (vii) any material change in the pricing of the fees Company charges for the Company Services (as defined in Section 2.9(k) below).

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet Sheet, the Company has conducted its business only in the ordinary course of business consistent with past practice and there has not been been: (i) any Material Adverse Effect with respect Change to Parentthe Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, (iv) any granting entry by Parent the Company or any of its subsidiaries Subsidiaries into any licensing or other agreement with regard to the disposition of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, intellectual property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (v) any material change or alteration in by the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAPGAAP or by the Commission, or (viiivi) any material revaluation by Parent the Company of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice, (vii) any communication from the Nasdaq Stock Market with respect to the delisting of the Common Stock, (viii) any cancellation by the Company or any of its Subsidiaries of any debts or waiver of any claims or rights of material value, (ix) any sale, transfer or other disposition outside of the ordinary course of business of any properties or assets (real, personal or mixed, tangible or intangible) by the Company or any of its Subsidiaries, or (x) any agreement, whether in writing or otherwise, to take any action described in this section by the Company or any of its Subsidiaries.

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet there has not been (i) any Company Material Adverse Effect with respect and during the period from the date of the Company Balance Sheet to Parent, the date hereof there has not been: (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for securities, other than repurchases from employees following their of unvested shares in connection with the termination of the employment relationship with any employee, or upon the resignation of any director or consultant, pursuant to the terms of their pre-existing stock option or purchase agreementsagreements and, in each case, at no cost or for a de minimis cost, (iiiii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, ; (iviii) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any directors or executive officers of their officers or employeesthe Company), or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any directors or executive officers of their officers or employeesthe Company), or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated hereby, in each case, hereby (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are not officers and are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation), (iv) entry by the Company or any of its Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (v) any material change amendment or alteration consent with respect to any Company Scheduled Contract in effect since the policy date of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceCompany Balance Sheet, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivii) any material revaluation by Parent the Company or any of its Subsidiaries of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since Except as set forth on Part 3.6 of the Parent Disclosure Letter, since the date of the Parent Balance Sheet Sheet, and except for the Contemplated Parent Changes and except as contemplated by Section 1.12 hereof, there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases that are not, individually or in the aggregate, material in amount from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent Company or any of its subsidiaries of any material increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent Company or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent Company or any of its subsidiaries of any material increase in severance or termination pay pay, other than in the ordinary course, consistent with past practice, or any entry by Parent Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivi) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessbusiness or (vii) any material change in the pricing of the fees Parent charges for the HostPro Services (as defined in Section 3.9(j)).

Absence of Certain Changes or Events. Since the date of the Parent Launch Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to ParentLaunch and its subsidiaries and Joint Ventures, taken as a whole, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentLaunch's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Launch of any of ParentLaunch's capital stock or any other securities of Parent or its subsidiaries Launch or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentLaunch's or any of its subsidiaries' capital stock, (iv) any granting by Parent Launch or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any payment by Parent Launch or any of its subsidiaries of any bonus to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any granting by Parent Launch or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Launch or any of its subsidiaries into, or material modification or amendment of, 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 Parent Launch of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent Launch relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent Launch or any of its subsidiaries or, to the knowledge of Launch, any Joint Venture into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionlicensing, distribution or licensing of any material Intellectual Property other than licensesdistribution, distribution agreementssponsorship, advertising agreementsadvertising, merchant program or other similar agreements entered into agreement or which either is not terminable by Launch or its subsidiaries or Joint Venture, as the case may be, without penalty upon no more than 30 days' prior notice or provides for payments by Launch or its subsidiaries or a Joint Venture in an amount in excess of $25,000 over the ordinary course term of business consistent with past practicethe agreement or to Launch or its subsidiaries or a Joint Venture in an amount in excess of $100,000 over the term of the agreement, (vii) any material change by Parent Launch in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material communication from The Nasdaq National Market with respect to the de-listing of Launch's common stock, or (ix) any revaluation by Parent Launch of any of its material assets, including including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business. The aggregate obligations of Launch and any of its subsidiaries due following the date hereof under all agreements to which Launch or any of its subsidiaries is a party which (A) are not disclosed on Schedule 3.6(vi) of the Launch Disclosure Schedules and individually involve obligations of greater than $25,000 or (B) are not disclosed on Schedule 3.14(f) of the Launch Disclosure Schedules and individually involve obligations of greater than $10,000, do not exceed $250,000.

Absence of Certain Changes or Events. Since Except as disclosed in Section 5.10 of the Seller Disclosure Letter, since the date of the Parent Balance Sheet most recent audited financial statements included in the Seller Reports, Seller and the Seller Subsidiaries have conducted their business only in the ordinary course consistent with prior practice and there has not been (ia) any change or changes which, individually or in the aggregate, had or could be reasonably expected to have a Seller Material Adverse Effect Effect, nor has there been any occurrence or circumstance that, with respect the passage of time, could, individually or in the aggregate, reasonably be expected to Parentresult in a Seller Material Adverse Effect, (iib) any authorization, declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock shares or property) in with respect of, any of Parent's or any of its subsidiaries' capital stockto the Seller Common Shares, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any equity interests in a Seller Subsidiary (other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their prethan a wholly-existing stock option or purchase agreementsowned subsidiary), (iiic) any split, combination or reclassification of any of Parent's the Seller Common Shares or any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of its subsidiaries' any equity securities or the authorization of any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of any equity securities of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of capital stockstock of Seller or any issuance of an ownership interest in, any Seller Subsidiary, (ivd) any granting damage, destruction or loss, whether or not covered by Parent insurance, that, individually or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practiceaggregate, has had or would reasonably be expected to have a Seller Material Adverse Effect, (ve) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practicespractices by Seller or any Seller Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by concurrent changes a change in GAAP, or (viiif) any material revaluation by Parent amendment of any written employment, consulting, severance, retention, indemnification or any other agreement or arrangement between Seller or any Seller Subsidiary and any officer or director of its material assets, including writing off notes Seller or accounts receivable other than in the ordinary course of businessany Seller Subsidiary.

Absence of Certain Changes or Events. Since Between the date of the Parent Company Balance Sheet and the date hereof, there has not been been: (i) any event or occurrence which has had a Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees employees, directors or consultants following the termination of their termination services pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, (iv) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent the Company or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) entry by the Company or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material change or alteration Intellectual Property (as defined in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants Section Section 3.9((a))) other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAPGAAP or SEC requirements, or (viiivii) any material revaluation by Parent the Company of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since Except for liabilities incurred in connection with this Agreement or as expressly permitted pursuant to Section 4.01(a)(i) through (xiv), since the date of the Parent Balance Sheet most recent financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than (x) cash dividends payable by the Company in respect of shares of Company Common Stock consistent with past practice and not exceeding $0.10 per share of Company Common Stock per fiscal quarter or (y) dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its shareholders, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to securities, other than in connection with net share withholding in connection with the terms vesting of their pre-existing stock option or purchase agreementsCompany Restricted Stock, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former (1) director of the Company or any of its Subsidiaries or (2) employee of the Company or any of its Subsidiaries who is treated as a Tier I Employee (a “Tier I Employee”) or Tier II Employee (a “Tier II Employee”) for purposes of the Company’s Change in Control Severance Pay Plan for Select Employees (all individuals described in the foregoing clauses (1) and (2) of this clause (A), collectively, the “Key Personnel”) of any increase in compensation compensation, bonus or fringe benefits to any of their officers or employeesother benefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase except for normal increases in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than cash compensation (including cash bonuses) in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (vB) any material change granting by the Company or alteration any of its Subsidiaries to any Key Personnel of (1) any increase in the policy of Parent relating severance or termination pay or (2) any right to the granting of stock options receive any severance or other equity compensation to its employees and consultants other than termination pay except for severance or termination pay received in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (viC) any entry by Parent the Company or any of its subsidiaries Subsidiaries into, or material modification, amendment or cancellation any amendments of, (1) any licensing employment, deferred compensation, consulting, severance, change of control, termination or other agreement indemnification Contract with regard to any Key Personnel or (2) any Contract with any Key Personnel the acquisitionbenefits of which are contingent, distribution or licensing 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), collectively, “Company Benefit Agreements”), (D) the removal or modification of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, restrictions in any Company Benefit Agreement or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles Company Benefit Plan or practicesawards made thereunder, except as required by concurrent changes to comply with applicable Law or any Company Benefit Agreement or Company Benefit Plan in GAAP, effect as of the date hereof or (viiiE) any material revaluation by Parent the adoption, amendment or termination of any of its material assetsCompany Benefit Plan, including writing off notes or accounts receivable other than than, in the ordinary course cases of business.clauses (A),

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet and except as set forth on Part 2.6 of the Company Schedules, there has not been been: (i) any Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, (iv) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent the Company or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, into any currently effective employment, severance, termination or director, officer or other employee indemnification agreement or any other employment or consulting related agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent the Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) entry by the Company or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material change or alteration Intellectual Property (as defined in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants Section 2.9) other than licenses in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, consent with respect to any licensing agreement filed or other agreement required to be filed by the Company with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practiceSEC, (vii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent the Company of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness and consistent with past practice.

Absence of Certain Changes or Events. Since the date of the Parent Saturn Balance Sheet through the date hereof, except as set forth on Section 3.6 of the Saturn Disclosure Letter, Saturn has conducted its business only in the ordinary course of business consistent with past practice and there has not been been: (i) any Material Adverse Effect with respect Change to ParentSaturn, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's Saturn’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent Saturn or any of its Subsidiaries of any of Parent's Saturn’s capital stock or any other securities of Parent Saturn or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Saturn’s or any of its subsidiaries' Subsidiaries’ capital stock, (iv) with respect to any individual, any granting by Parent Saturn or any of its subsidiaries Subsidiaries of any material increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any members of their the Saturn Board or executive officers or employeesof Saturn), or any payment by Parent Saturn or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any members of their the Saturn Board or executive officers or employeesof Saturn), or any granting by Parent Saturn or any of its subsidiaries Subsidiaries of any material increase in severance or termination pay or any entry by Parent Saturn or any of its subsidiaries Subsidiaries into, or material modification or amendment of, 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 Parent Saturn of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Saturn or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution or licensing disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or other similar merchant program agreements entered into in the ordinary course of business consistent with past practice, (viivi) any material change by Parent Saturn in its accounting methods, principles or practices, except as required by concurrent changes in GAAPGAAP or by the SEC, or (viiivii) any material revaluation by Parent Saturn of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice, (viii) any communication from Nasdaq with respect to the delisting of the Saturn Common Stock, (ix) any cancellation by Saturn or any of its Subsidiaries of any debts or waiver of any claims or rights of material value, (x) any sale, transfer or other disposition outside of the ordinary course of business of any properties or assets (real, personal or mixed, tangible or intangible) by Saturn or any of its Subsidiaries, or (xi) any agreement, whether in writing or otherwise, to take any action described in this section by Saturn or any of its Subsidiaries.

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet through the date of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to ParentCompany, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentCompany's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Company of any of ParentCompany's capital stock or any other securities of Parent Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentCompany's or any of its subsidiaries' capital stock, (iv) any granting by Parent Company or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent Company or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent Company relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property (as defined in Section 2.9) other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) entry by Parent or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material change or alteration Intellectual Property (as defined in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants Section 2.9) other than licenses in the ordinary course of business consistent with past practice, (vi) entry any amendment or consent with respect to any licensing agreement filed or required to be filed by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practiceSEC, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth in Section 3.07 of the Company Disclosure Schedule, since December 31, 2007, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with their past practice, (a) there has not been any Material Adverse Change, and (b) from such date until the date of the Parent Balance Sheet hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its stockholders, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination securities, including pursuant to the terms of their pre-existing stock option or purchase agreementsCompany’s share repurchase program, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former director, officer, employee or independent contractor, of the Company or any of its Subsidiaries (all such individuals, collectively, the “Company Personnel”) of any increase in compensation compensation, bonus or fringe benefits to any of their officers or employeesother benefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than except in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (B) any granting by the Company or any of its Subsidiaries to any Company Personnel of (1) any increase in severance or termination pay or (2) any right to receive any severance or termination pay, (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any Company Benefit Agreement or (2) any Contract with any Company Personnel 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, (D) the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or 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 hereof, or (E) the adoption, amendment or termination of any Company Benefit Plan or entry into any agreement, plan or arrangement to do any of the foregoing, (v) any material change damage, destruction or alteration in loss, whether or not covered by insurance, of any material asset of the policy Company or any of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceSubsidiaries, (vi) entry any change in accounting methods, principles or practices by Parent the Company materially affecting its assets, liabilities or any of its subsidiaries intobusinesses, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into except insofar as may have been required by a change in the ordinary course of business consistent with past practiceGAAP, (vii) any material change by Parent in its accounting methods, principles Tax election or practices, except as required by concurrent changes in GAAP, any settlement or compromise of any material income Tax liability or (viii) any material revaluation by Parent sales of real estate or restaurants, or any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessContract with respect to any such sale.

Absence of Certain Changes or Events. Since Except as contemplated by this Agreement, since the date of the Parent Balance Sheet most recent Financial Statement to the date of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' the Company’s capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parent's the Company’s capital stock or any other securities of Parent or its subsidiaries the Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' the Company’s capital stock, (iv) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice or pursuant to any of their officers or employeesPlan, or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice or pursuant to any of their officers or employeesPlan, or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated hereby, in each case, (v) entry by the Company or any of its Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses and services agreements in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceservices agreement, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent the Company or any of its Subsidiaries in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Company, or (viii) any material revaluation by Parent the Company or any of its Subsidiaries of any of its material assets, including 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 any of its Subsidiaries, other than in the ordinary course of business.

Absence of Certain Changes or Events. Since December 31, 2012 until the date hereof, (a) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice (except for actions taken or not taken in connection with the Parent Balance Sheet Transactions), (b) there has not been (iA) any change in the financial condition, business or results of their operations or any circumstance, occurrence or development which is in the Company’s Knowledge and which has had or is reasonably likely to have a Company Material Adverse Effect with respect to Parent, Effect; (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any shares of Parent's share capital of the Company or any of its subsidiaries' capital stockSubsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any Subsidiary of the Company); (C) any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; (D) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any purchasechange (or request to any taxing authority to change) to any material aspect of the method of accounting of the Company or any of its Subsidiaries for Tax purposes; (E)(1) any material increase in the compensation or benefits payable or to become payable to the officers or employees of the Company or any of its Subsidiaries or (2) any establishment, redemption adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, equity, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Company or any of its Subsidiaries, except to the extent required by applicable Law; (F) any amendment to the memorandum and articles of association (or equivalent organizational documents) of the Company or any of its Subsidiaries; (G) any adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (H) any receiver, trustee, administrator or other similar Person appointed in relation to the affairs of the Company or any of its Subsidiaries or any of their property or any part thereof; (I) any redemption, repurchase or other acquisition by Parent of any of Parent's capital stock Shares or ADSs or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to equity interests in the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Company or any of its subsidiaries' capital stock, Subsidiaries; or (ivJ) any granting by Parent or agreement to do any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since the date of the Parent TEAM Balance Sheet, other than as set forth in TEAM SEC Reports filed after the date of the TEAM Balance Sheet and prior to the date hereof, there has not been (i) any Material Adverse Effect with respect to ParentTEAM, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's TEAM’s or any of its subsidiaries' ’ capital stock, or any purchase, redemption or other acquisition by Parent TEAM or any of its subsidiaries of any of Parent's TEAM’s or its subsidiaries’ capital stock or any other securities of Parent TEAM or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing preexisting stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's TEAM’s or any of its subsidiaries' ’ capital stock, (iv) any granting by Parent TEAM or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeespayment, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers directors or employees, in any case, in excess of 10 percent of any such amount prior to such increase, (v) any making of any loan or providing any advance to their directors or employees, or any granting by Parent TEAM or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent TEAM or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement Contract or any agreement Contract the benefits of which are contingent contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent TEAM of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (vvi) any material change or alteration in the policy of Parent TEAM or its subsidiaries relating to the granting of stock options or other equity compensation to its their directors, employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vivii) entry by Parent TEAM or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionuse, distribution acquisition or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising assignment agreements, or other similar agreements Contracts entered into in the ordinary course of business consistent with past practice, (viiviii) entry by TEAM or any of its subsidiaries into, or material modification, amendment or cancellation of, any material Contract, (ix) any material change by Parent TEAM in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiix) any material revaluation by Parent TEAM or any of its subsidiaries of any of its their material assets, assets including writing off notes or accounts receivable other than in the ordinary course of business, or (xi) any material changes in the ability of the officers of TEAM to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002.

Absence of Certain Changes or Events. Since the date of the Parent Nova Balance Sheet through the date hereof, except as set forth on Section 2.6 of the Nova Disclosure Letter, each of Nova and its Subsidiaries has conducted its respective business only in the ordinary course of business consistent with past practice and there has not been been: (i) any Material Adverse Effect with respect Change to ParentNova, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's Nova’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent Nova or any of its Subsidiaries of any of Parent's Nova’s capital stock or any other securities of Parent Nova or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Nova Employees (as defined in Section 2.13(a)) following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Nova’s or any of its subsidiaries' Subsidiaries’ capital stock, ; (iv) with respect to any individual, any granting by Parent Nova or any of its subsidiaries Subsidiaries of any material increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any members of their the Nova Board or executive officers or employeesof Nova), or any payment by Parent Nova or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any members of their the Nova Board or executive officers or employeesof Nova), or any granting by Parent Nova or any of its subsidiaries Subsidiaries of any material increase in severance or termination pay or any entry by Parent Nova or any of its subsidiaries Subsidiaries into, or material modification or amendment of, 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 Parent Nova of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Nova or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property (as defined in Section 2.8(j)) other than licenses, distribution agreements, advertising agreements, sponsorship agreements or other similar merchant program agreements entered into in the ordinary course of business consistent with past practice, (viivi) any material change by Parent Nova in its accounting methods, principles or practices, except as required by concurrent changes in GAAPGAAP or by the SEC, or (viiivii) any material revaluation by Parent Nova of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice, (viii) any communication from Nasdaq with respect to the delisting of the Nova Common Stock, (ix) any cancellation by Nova or any of its Subsidiaries of any debts or waiver of any claims or rights of material value, (x) any sale, transfer or other disposition outside of the ordinary course of business of any properties or assets (real, personal or mixed, tangible or intangible) by Nova or any of its Subsidiaries, or (xi) any agreement, whether in writing or otherwise, to take any action described in this section by Nova or any of its Subsidiaries.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent or any of its subsidiaries of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property (as defined in Section 3.9) other than licensesOrdinary Course Agreements, distribution agreements, advertising agreements, (vi) any amendment or other similar agreements entered into in consent with respect to any licensing agreement filed or required to be filed by Parent with the ordinary course of business consistent with past practiceSEC, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date (a) Except as otherwise set forth on Schedule 5.07 of the Parent Balance Sheet Disclosure Schedule, since June 30, 2000 and prior to the date hereof, there has not been (i) any Material Adverse Effect with respect event that could reasonably be expected to prevent or materially delay the performance of Parent's obligations pursuant to this Agreement and the consummation of the Merger by Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiiiii) any material revaluation by declaration, setting aside or payment of any dividend or distribution in respect of the Parent Common Shares or any redemption, purchase or other acquisition of any of its material assetsParent's securities, including writing off notes (iv) except in the ordinary course of business consistent with past practice, any increase in the compensation or accounts receivable benefits or establishment of any new bonus, insurance, severance, change in control, 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 executive officers of Parent or any Parent Subsidiary, (v) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vi) any amendment to the Parent's Articles of Association, bylaws or comparable charter documents, (vii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets (it being understood that the purchase of a business or of any equity or other ownership interest in any entity shall not be deemed to occur in the ordinary course of business), (y) mortgage, pledge or the institution 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 Parent Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into any transaction of a material nature other than in the ordinary course of business, consistent with past practices.

Absence of Certain Changes or Events. Since (i) From September 30, 2009 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent in all material respects with past practice and there has not been (iA) any Material Adverse Effect with respect (including any Material Adverse Effect resulting from an occurrence prior to ParentSeptember 30, 2009), (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (D)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) of any bonus or award opportunity, any loan or any increase in severance any type of compensation or termination pay or any entry by Parent or any benefits, except for grants of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits normal bonus opportunities and normal increases of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated herebybase cash compensation, in each case, other than in the ordinary course of business consistent with past practice or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus or award, except for bonuses or awards paid prior to the date of this Agreement in the ordinary course of business consistent with past practice, (vE) any material grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, separation, change in control, retention, termination or alteration 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 policy Company or any of Parent relating its Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any termination 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 granting Company or any of its Subsidiaries, on the one 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 or Benefit Agreement (including the grant or amendment of Stock Options, RSUs, restricted stock, stock options appreciation rights, performance units, stock repurchase rights or other equity or equity-based compensation) or the removal or modification of any restrictions in any such award, (H) any payment to any Company Personnel of any compensation to its employees and consultants or benefit not provided for under any Benefit Plan or Benefit Agreement, other than the payment of base cash compensation in the ordinary course of business consistent with past practice, (viI) entry 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 material change in financial or tax accounting methods, principles or practices by Parent the Company or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Law, (K) any material modificationtax election or change in any material tax election or any settlement or compromise of any material tax liability, amendment (L) any material write-down by the Company or cancellation of, any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries or (M) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet there has not been been: (ia) any Material Adverse Effect with respect to Parenton the Company, (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, repurchase for value or redemption by the Company or other acquisition by Parent any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities Subsidiaries except for repurchases from employees Employees following their termination of employment pursuant to the terms of their applicable pre-existing stock option or purchase agreements, (iiic) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, (ivd) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus material (whether individually or in the aggregate) bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, Subsidiaries into any material (whether individually or material modification or amendment of, any currently effective in the aggregate) 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practiceagreement, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vie) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property (as defined in Section 2.7(a)(i)), other than licensesnon-exclusive license, supply and distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (viif) any material (whether individually or in the aggregate) amendment or consent with respect to any Company Material Contract in effect since the date of the Company Balance Sheet, (g) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, GAAP or (viiih) any material revaluation by Parent the Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth in Section 3.07 of the Company Disclosure Schedule, since December 31, 2006, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with their past practice, (a) there has not been any Material Adverse Change, and (b) from such date until the date of the Parent Balance Sheet hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its stockholders, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination securities, including pursuant to the terms of their pre-existing stock option or purchase agreementsCompany’s share repurchase program, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former director, officer, employee or independent contractor, of the Company or any of its Subsidiaries (all such individuals, collectively, the “Company Personnel”) of any increase in compensation compensation, bonus or fringe benefits to any of their officers or employeesother benefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than except in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (B) any granting by the Company or any of its Subsidiaries to any Company Personnel of (1) any increase in severance or termination pay or (2) any right to receive any severance or termination pay, (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any Company Benefit Agreement or (2) any Contract with any Company Personnel 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, (D) the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or 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 hereof, or (E) the adoption, amendment or termination of any Company Benefit Plan or entry into any agreement, plan or arrangement to do any of the foregoing, (v) any material change damage, destruction or alteration in the policy of Parent relating to the granting of stock options loss, whether or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practicenot covered by insurance, (vi) entry any change in accounting methods, principles or practices by Parent the Company materially affecting its assets, liabilities or any of its subsidiaries intobusinesses, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into except insofar as may have been required by a change in the ordinary course of business consistent with past practiceGAAP, (vii) any material change by Parent in its accounting methods, principles Tax election or practices, except as required by concurrent changes in GAAP, any settlement or compromise of any material income Tax liability or (viii) any material revaluation by Parent sales of real estate or restaurants, or any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessContract with respect to any such sale.

Absence of Certain Changes or Events. Since the date of the Parent Talarian ------------------------------------ Balance Sheet Sheet, there has not been been: (i) any Material Adverse Effect with respect to ParentTalarian and its subsidiaries and Joint Ventures, taken as a whole, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentTalarian's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Talarian of any of ParentTalarian's capital stock or any other securities of Parent or its subsidiaries Talarian or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentTalarian's or any of its subsidiaries' capital stock, (iv) any granting by Parent Talarian or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any payment by Parent Talarian or any of its subsidiaries of any bonus to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any granting by Parent Talarian or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Talarian or any of its subsidiaries into, or material modification or amendment of, 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 Parent Talarian of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent Talarian relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) any entry by Parent Talarian or any of its subsidiaries or, to the knowledge of Talarian, any Joint Venture into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionlicensing, distribution or licensing of any material Intellectual Property other than licensesdistribution, distribution agreementssponsorship, advertising agreementsadvertising, merchant program or other similar agreements entered into agreement which either is not terminable by Talarian or its subsidiaries or Joint Venture, as the case may be, without penalty upon no more than 45 days' prior notice or provides for payments by or to Talarian or its subsidiaries or a Joint Venture in an amount in excess of $100,000 over the ordinary course term of business consistent with past practicethe agreement, (vii) any material change by Parent Talarian in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent Talarian of any of its material assets, including including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Vsource Balance Sheet, other than as set forth in Vsource SEC Reports filed after the date of the Vsource Balance Sheet and prior to the date hereof, there has not been (i) any Material Adverse Effect with respect to ParentVsource, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's Vsource’s or any of its subsidiaries' ’ capital stock, or any purchase, redemption or other acquisition by Parent Vsource or any of its subsidiaries of any of Parent's Vsource’s or its subsidiaries’ capital stock or any other securities of Parent Vsource or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing preexisting stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Vsource’s or any of its subsidiaries' ’ capital stock, (iv) other than as disclosed to TEAM by Vsource, any granting by Parent Vsource or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeespayment, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers directors or employees, in any case, in excess of 10 percent of any such amount prior to such increase, (v) any making of any loan or providing any advance to their directors or employees, or any granting by Parent Vsource or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Vsource or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement Contract or any agreement Contract the benefits of which are contingent contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent Vsource of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (vvi) any material change or alteration in the policy of Parent Vsource or its subsidiaries relating to the granting of stock options or other equity compensation to its their directors, employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vivii) entry by Parent Vsource or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionuse, distribution acquisition or licensing of any material Intellectual Property (as defined in Section 2.9) other than licenses, distribution agreements, advertising assignment agreements, or other similar agreements Contracts entered into in the ordinary course of business consistent with past practice, (viiviii) entry by Vsource or any of its subsidiaries into, or material modification, amendment or cancellation of, any material Contract, (ix) any material change by Parent Vsource in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiix) any material revaluation by Parent Vsource or any of its subsidiaries of any of its their material assets, assets including writing off notes or accounts receivable other than in the ordinary course of business, or (xi) any material changes in the ability of the officers of Vsource to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002.

Absence of Certain Changes or Events. Since the date of the Parent Neoforma Balance Sheet there has not been (i) any Material Adverse Effect with respect to Parent, Neoforma; (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentNeoforma's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Neoforma of any of ParentNeoforma's capital stock or any other securities of Parent Neoforma or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, ; (iii) any split, combination or reclassification of any of ParentNeoforma's or any of its subsidiaries' capital stock, ; (iv) any granting by Parent Neoforma or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent Neoforma or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent Neoforma or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Neoforma or any of its subsidiaries into, or material modification or amendment of, 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 Parent Neoforma of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, ; (v) any material change or alteration in the policy of Parent Neoforma relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, ; (vi) entry by Parent Neoforma or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, ; (vii) any material change by Parent Neoforma in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, ; or (viii) any material revaluation by Parent Neoforma of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the ------------------------------------ Parent Balance Sheet there has not been been: (ia) any Material Adverse Effect with respect to Parent, (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-pre- existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (ivc) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeesemployees (except for increases in compensation to employees (such increases not to exceed 15% in the case of officers) in the ordinary course of business consistent with prior practice), or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employeesemployees (other than in the ordinary course of business consistent with past practices), or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, ; (vd) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course consultants; (e) any split, combination or reclassification of business consistent with past practice, (vi) entry by Parent any of Parent's or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practicesubsidiaries' capital stock, (viif) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiig) any material revaluation by Parent of any of its material assets, including including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since (a) Except as otherwise set forth on Schedule 4.08 of the Company Disclosure Schedule, since June 30, 2000 and prior to the date of the Parent Balance Sheet hereof, there has not been (i) any Material Adverse Effect with respect event that could reasonably be expected to Parentprevent or materially delay the performance of Company's obligations pursuant to this Agreement and the consummation of the Merger by Company, (ii) any material change by Company in its accounting methods, principles or practices, (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the shares of Company Common Stock or Company Preferred Stock or any of its subsidiaries' capital stockredemption, or any purchase, redemption purchase or other acquisition by Parent of any of ParentCompany's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stocksecurities, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than except in the ordinary course of business consistent with past practice, any increase in the compensation or benefits maintained by the Company, or establishment of any new bonus, insurance, severance, change in control, 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 executive officers of Company or any Company Subsidiary, (v) any material change issuance or alteration in the policy sale of Parent relating any stock, notes, bonds or other securities other than pursuant to the granting exercise of stock options outstanding securities, or other equity compensation to its employees and consultants other than in the ordinary course of business consistent entering into any agreement with past practicerespect thereto, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution Company's Certificate of Incorporation or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practicebylaws, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets (it being understood that the purchase of a business or of any equity or other ownership interest in any entity shall not be deemed to occur in the ordinary course of business), (y) mortgage, pledge or the institution 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, or (viii) any entering into any transaction of a material nature other than in the ordinary course of business, consistent with past practices.

Absence of Certain Changes or Events. Since Except as disclosed in the Company Filed SEC Documents, from December 31, 2001, to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the usual and ordinary course consistent with past practice, and during such period there has not been (i) any Material Adverse Effect with respect relating to Parentthe Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock stock, property or propertyotherwise) in with respect of, to any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stockstock or any other equity or voting interests or securities, except for dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned Subsidiary of the Company to its parent, (iii) any purchase, redemption or other acquisition by Parent of any shares of Parent's capital stock or any other equity or voting interests or securities of Parent or its subsidiaries the Company or any optionsof its Subsidiaries or any rights, warrants, calls or rights options to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option equity or purchase agreementsvoting interests or securities, (iiiiv) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stockstock or other equity or voting interests or securities 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 or other equity or voting interests or securities of the Company or any of its Subsidiaries, (ivv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former director, officer, employee or consultant of the Company or its Subsidiaries of any material increase (or, in compensation the case of officers and directors, any increase) in compensation, bonus or fringe or other benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase type of material compensation or benefits (or, in severance or termination pay or any entry by Parent or any the case of its subsidiaries into, or material modification or amendment ofofficers and directors, any currently effective employmentcompensation or benefits) to any current or former director, severanceofficer, termination employee or indemnification agreement consultant not previously receiving or any agreement the benefits entitled to receive such type of which are contingent compensation or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated herebybenefit, except for normal increases in each case, other than cash compensation in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan in effect on December 31, 2001, that is filed as an exhibit to the Company Filed SEC Documents or that has been provided to Parent, (vB) any material granting by the Company or any of its Subsidiaries to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries of any right to receive any increase in severance or termination pay, or (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any employment, deferred compensation, consulting, severance, change of control, termination or alteration indemnification agreement or any other agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries or (2) any agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries 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 agreements under this clause (C), collectively, "Company Benefit Agreements"), (D) any adoption of, any amendment to or any termination of any collective bargaining agreement or any employment, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, program, policy, arrangement or understanding (whether or not legally binding) maintained, contributed to or required to be maintained or contributed to by the Company or any of its Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "Commonly Controlled Entity"), in each case providing benefits to any current or former director, officer, employee or consultant of the policy Company or any of Parent relating its Subsidiaries (collectively, the "Company Benefit Plans"), or (E) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of stock options, "phantom" stock, stock appreciation rights, restricted stock, "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 awards made thereunder) except as required to comply with applicable law or any Company Benefit Agreement or Company Benefit Plan in effect on December 31, 2001, that is filed as an exhibit to the granting of stock options Company Filed SEC Documents or other equity compensation that has been provided to its employees and consultants other than in the ordinary course of business consistent with past practiceParent, (vi) entry any damage, destruction or loss, whether or not covered by Parent insurance, that individually or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practiceaggregate would reasonably be expected to have a Material Adverse Effect on the Company, (vii) except insofar as may have been required by a change in GAAP or applicable law, any material change by Parent in its financial or tax accounting methods, principles or practicespractices by the Company or any of its Subsidiaries, except as required by concurrent changes in GAAP, or (viii) any material tax election with respect to taxes by the Company or any of its Subsidiaries or any settlement or compromise of any material tax liability or refund or (ix) any revaluation by Parent the Company or any of its Subsidiaries of any of the material assets of the Company or any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessSubsidiaries.

Absence of Certain Changes or Events. Since Except as contemplated by this Agreement, since the date of the most recent Parent Balance Sheet Financial Statement to the date of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to Parenton Parent or Merger Sub, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' ’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's ’s capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' ’s capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeesbenefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employeesbonus, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, (v) entry by Parent into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses and services agreements in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceservices agreement, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent or Merger Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of Parent, or (viii) any material revaluation by Parent or Merger Sub of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course or any sale of businessassets of Parent or Merger Sub.

Absence of Certain Changes or Events. Since Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement (the Parent Balance Sheet "Company Filed SEC Documents"), since December 31, 1997, the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been (i) any event, occurrence or development of a state of circumstances which has had or could reasonably be expected to have a Material Adverse Effect with respect to ParentEffect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of Parentthe Company's capital stock or any of its subsidiaries' capital stock, or any purchaserepurchase, redemption or other acquisition by Parent the Company or any of its subsidiaries of any outstanding shares of Parent's capital stock or any other securities of Parent or its subsidiaries the Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementsits subsidiaries, (iii) any split, combination or reclassification of any of Parent'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 its subsidiaries' capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any or severance or termination pay or benefits, except in the ordinary course of their officers business consistent with past practice or employeesas was required under employment, severance or termination agreements or plans in effect as of December 31, 1997, or (B) any payment entry by Parent the Company or any of its subsidiaries of into any bonus to any of their officers or employeesemployment, or any granting by Parent or any of its subsidiaries of any increase in deferred compensation, severance or termination pay agreement with any such current or any entry by Parent former director, officer or any of its subsidiaries intoemployee, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than except in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has had or could have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vii) any amendment of any material change term of any outstanding security of the Company or alteration in any of its subsidiaries, (viii) any incurrence, assumption or guarantee by the policy Company or any of Parent relating to the granting its subsidiaries of stock options or other equity compensation to its employees and consultants any 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 $100,000 in the aggregate, (viix) entry any creation or assumption by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property Lien on any asset other than licensesin the ordinary course of business consistent with past practice, distribution agreementsbut in no event in the amount of more than $100,000 for any one transaction or $500,000 in the aggregate, advertising agreements(x) any making of any loan, advance or capital contributions to or investment in any person other similar agreements entered into than 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 $500,000 in the aggregate and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, (viixi) any material change by Parent in its accounting methods, principles transaction or practices, except as required by concurrent changes in GAAPcommitment made, or (viii) any material revaluation contract or agreement entered into, by Parent of the Company or any of its subsidiaries relating to its assets or business (including the acquisition or disposition of any assets or the merger or consolidation with any person) or any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material assetsto the Company and its subsidiaries taken as a whole, including writing off notes or accounts receivable other than transactions and commitments in the ordinary course of businessbusiness consistent with past practice and those contemplated by this Agreement, but in no event representing commitments on behalf of the Company or any of its subsidiaries of more than $100,000 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 organize any employees of the Company or any of its subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 1997, or any material lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees or (xiii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xii).

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, repurchase for value or redemption by the Company or other acquisition by Parent any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities Subsidiaries except for repurchases from employees Employees following their termination of employment pursuant to the terms of their applicable pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, (iv) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus material (whether individually or in the aggregate) bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, Subsidiaries into any material (whether individually or material modification or amendment of, any currently effective in the aggregate) 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practiceagreement, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property (as defined in Section 3.09(a)(i)), other than licensesnon-exclusive license, supply and distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vi) any material (whether individually or in the aggregate) amendment or consent with respect to any Company Material Contract (as defined in Section 3.17) in effect since the date of the Company Balance Sheet, (vii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent the Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as contemplated by this Agreement, since the date of the most recent Parent Balance Sheet Financial Statement until the execution and delivery of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to Parenton Parent or Merger Sub, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' ’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's ’s capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' ’s capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeesbenefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employeesbonus, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, (v) entry by Parent into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses and services agreements in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceservices agreement, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent or Merger Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of Parent, or (viii) any material revaluation by Parent or Merger Sub of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course or any sale of businessassets of Parent or Merger Sub.

Absence of Certain Changes or Events. Since Except as disclosed on the date of Company Disclosure Schedule, since the Parent Company Balance Sheet Date, there has not been been: (i) any Material Adverse Effect with respect to Parenton Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentCompany's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Company of any of ParentCompany's capital stock or any other securities of Parent Company or its subsidiaries or issuances of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentCompany's or any of its subsidiaries' capital stock, (iv) any granting by Parent Company or any of its subsidiaries of any material increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent Company or any of its subsidiaries of any bonus to any material bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent Company of the nature contemplated hereby, (v) entry by Company or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property (as defined in each case, Section 2.18) other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in consent with respect to any licensing agreement filed or required to be filed by Company with the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceSEC, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivii) any material revaluation by Parent Company of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as disclosed in the Parent Disclosure Schedule, since the date of the Parent Balance Sheet there has not been been: (i) any Material Adverse Effect (as defined in Section 10.3)) with respect to the Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by the Parent of any of the Parent's capital stock or any other securities of the Parent or its subsidiaries or any grant or issuance of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Parent's or any of its subsidiaries' capital stock, (iv) other than in the ordinary course of business consistent with past practice, any granting by the Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by the Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by the Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by the Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated herebyhereby or any acceleration or release of any vesting condition to the right to exercise any option, in each case, warrant or other than in right to purchase or otherwise acquire any shares of the ordinary course Parent's capital stock or any acceleration or release of business consistent any right to repurchase shares of the Parent's capital stock upon the termination of employment or services with past practicethe Parent, (v) any material change or alteration in the policy of the Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by the Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitiondevelopment services, distribution or licensing of any material Intellectual Property other than licenseslicensing, distribution agreementsdistribution, advertising agreementssales, sales services or other similar agreements entered into agreement with respect to any material Parent Intellectual Property Rights (as defined in Section 3.8) other than in the ordinary course of business consistent with past practicepractices, (vii) any warranty claims or claims for refunds by customers of Parent in excess of $35,000, (viii) any acquisition, sale or transfer of any material asset by the Parent or any of its subsidiaries other than in the ordinary course of business, (ix) any material change by the Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiix) any material revaluation by the Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Company ------------------------------------ Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to ParentCompany, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentCompany's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Company or any of its subsidiaries of any of ParentCompany's or its subsidiaries' capital stock or any other securities of Parent Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentCompany's or any of its subsidiaries' capital stock, (iv) any granting by Parent Company or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers directors or employees, in any case, in excess of 10% of any such amount prior to such increase, (v) any making of any loan or providing any advance to their directors or employees, or any granting by Parent Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Company or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement Contract or any agreement Contract the benefits of which are contingent contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (vvi) any material change or alteration in the policy of Parent Company or its subsidiaries relating to the granting of stock options or other equity compensation to its their directors, employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vivii) entry by Parent Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionuse, distribution acquisition or licensing of any material Intellectual Property (as defined in Section 2.9) other than licenses, distribution agreements, advertising assignment agreements, or other similar agreements Contracts entered into in the ordinary course of business consistent with past practice, (viiviii) entry by Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any material Contract (including any Contract related to any material network component, any material billing and collection or clearing house services, or any Contract related to any material third party database or data collection), (ix) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiix) any material revaluation by Parent Company or any of its subsidiaries of any of its their material assets, including writing off notes or accounts receivable other than in the ordinary course of business, or (xi) any material disruption to network operations or any material network outage, or any material failure to comply with the network standards and objectives established by Company or its subsidiaries, in any such case under clause (xi) above, that have resulted or could result in (1) a material breach of any Contract with a customer or other third party, (2) the payment of any penalties, (3) the issuance of any credits by Company or its subsidiaries outside of the ordinary course of business, or (4) the issuance of any credits by Company or its subsidiaries in the ordinary course of business which, in the aggregate, exceed $250,000 calculated on an annual basis.

Absence of Certain Changes or Events. Since Except as set forth in Part 3.6 of the Company Disclosure Schedule, since the date of the Parent Company Balance Sheet there has not been been: (i) any Company Material Adverse Effect with respect to ParentEffect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any grant or issuance of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementsagreements or issuances of Company Options to employees in the ordinary course of business, (iii) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, (iv) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits benefits, including severance, termination or retention payments, to any of their officers or employeesemployees outside the ordinary course of business consistent with past practice, or any payment by Parent the Company or any of its subsidiaries of any bonus to any of their officers or employeesemployees outside the ordinary course of business consistent with past practice, or any granting by Parent the Company or any of its subsidiaries of any increase in severance bonus to any of their officers, employees or termination pay consultants outside the ordinary course of business, consistent with past practice, or any the entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are triggered by, contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent the Company of the nature contemplated hereby, in each case, other than in hereby or upon the ordinary course termination of business consistent employment or services with past practicethe Company, (v) any material change or alteration in the policy of Parent the Company relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing development services, licensing, distribution, sales, sales services or other similar agreement with regard respect to the acquisition, distribution or licensing of any material Intellectual Property Rights (as defined in Section 3.9) other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any acquisition, sale or transfer of any material asset by the Company or any of its subsidiaries other than in the ordinary course of business, (viii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiiix) any material revaluation by Parent the Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date Except as contemplated by this Agreement, since March 31, 1999, none of the Parent Balance Sheet there has not been following have occurred: (i) any change, event or condition (or any development involving a prospective change, event or condition) or any threat thereof shall have occurred or be threatened, which change, event or condition has had, or is reasonably likely to have, a Material Adverse Effect with respect to on Parent; (ii) any change in accounting methods, principles or practices by Parent affecting its assets, liabilities or business; (iii) any revaluation by Parent or any of the Parent Subsidiaries of any of their assets, (iiiv) any damage, destruction or loss having a Material Adverse Effect on Parent; (v) any cancellation of any material debts or waiver or release of any material right or claim of Parent relating to its business activities or properties; (vi) any declaration, setting aside or payment of any dividend on, dividends or other distribution (whether in cash, stock or property) distributions in respect of, of any of Parent's shares or any of its subsidiaries' capital stockredemption, or any purchase, redemption purchase or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, Parent Subsidiaries; (iiivii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting issuance by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeesParent Subsidiary of, or any payment by commitment of Parent or any Parent Subsidiary to issue, any shares, options, warrants or other equity securities or obligations or securities convertible into or exchangeable for shares, options, warrants or other equity securities, other than upon exercise of its subsidiaries share options in Parent or in any of the Parent Subsidiaries; (viii) negotiation or execution of any bonus material arrangement, agreement or understanding to any of their officers or employees, or any granting by which Parent or any Parent Subsidiary is a party which cannot be terminated by it on notice of its subsidiaries 30 days or less without cost or penalty; (ix) the making of any increase in severance loan or termination pay payment, the entering into of any arrangement, agreement or understanding or similar transaction with any entry by Person who is an officer, director or shareholder of Parent or any of its subsidiaries intoParent Subsidiary, or material modification who is an affiliate or amendment of, associate of such a Person; (x) 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 Parent of the nature contemplated hereby, in each case, capital expenditures other than in the ordinary course of business and consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry practice by Parent or any Parent Subsidiary in an aggregate amount that exceeds $80,000; (xi) any entering into of its subsidiaries intoany scheme of arrangement or any arrangement providing for the winding up liquidation, administration, dissolution, merger, consolidation or other reorganization of Parent or any Parent Subsidiary; (xii) any increase in salary, bonus, emoluments, benefits, severance, bonus or incentive or other compensation payable or to become payable to any officer, director, employee or other Person receiving compensation of any nature from Parent or any Parent Subsidiary; any increase in the number of shares obtainable under, or material modification, amendment the acceleration or cancellation ofcreation of any rights of any Person to benefits under, any licensing employee share option scheme operated by Parent (including, without limitation, the acceleration of the vesting or exercisability of any share options, the acceleration of the accrual or vesting of any benefits under any pension scheme operated by Parent or the acceleration or creation of any rights under any severance, parachute or change in control agreement), or the entering into of any employment, consulting, severance or other agreement employee related agreement, arrangement or understanding with regard Parent or any Parent Subsidiary; (xiii) any delay or failure to the acquisition, distribution or licensing of repay when due any material Intellectual Property obligation of Parent or any Parent Subsidiary; (xiv) any notice of termination of employment by any officer or employee or resignation by any director; or (xv) any agreement by Parent or any Parent Subsidiary to do any of the things described in the preceding clauses (i) through (xiv) other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessexpressly provided for herein.

Absence of Certain Changes or Events. Since (i) From January 31, 2010 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent in all material respects with past practice and there has not been (iA) any Material Adverse Effect with respect (including any Material Adverse Effect resulting from an occurrence prior to ParentJanuary 31, 2010), (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (D)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) of any bonus or award opportunity, any loan or any increase in severance any type of compensation or termination pay or any entry by Parent or any benefits, except for grants of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits normal bonus opportunities and normal increases of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated herebybase cash compensation, in each case, other than in the ordinary course of business consistent with past practice, or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus or award, except for bonuses or awards paid prior to the date of this Agreement in the ordinary course of business consistent with past practice, (vE) any material grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, separation, change in control, retention, termination or alteration 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 policy Company or any of Parent relating its Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any termination 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 granting 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 or Benefit Agreement (including the grant or amendment of Stock Options, Restricted Shares, RSUs, stock options appreciation rights, performance units, stock repurchase rights or other equity or equity-based compensation), (H) any payment to any Company Personnel of any compensation to its employees and consultants or benefit not provided for under any Benefit Plan or Benefit Agreement, other than the payment of base cash compensation in the ordinary course of business consistent with past practice, (viI) entry 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 material change in financial or tax accounting methods, principles or practices by Parent the Company or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Law, (K) any material modificationtax election or change in any material tax election or any settlement or compromise of any material tax liability, amendment (L) any material write-down by the Company or cancellation of, any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries or (M) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. (i) Since April 30, 2008 to the date of this Arrangement Agreement, Certicom and its Subsidiaries have conducted their respective businesses only in the Parent Balance Sheet ordinary course consistent with past practice and, except as disclosed in Section 3.1(f)(i) of the Disclosure Letter, there has not been (iA) any Material Adverse Effect with respect to ParentEffect, (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's shares in the capital of, or equity or other voting interests in, Certicom or any of its subsidiaries' capital stockSubsidiaries, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly-owned Subsidiary of Certicom to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parent's shares in the capital of, or equity or other voting interests in, Certicom or any of its subsidiaries' 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 in the capital stockof, (iv) any granting by Parent or other equity or voting interests in, Certicom or any of its subsidiaries of Subsidiaries, (D) except for the Executive Retention Agreements, any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent Certicom or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, individual contractor or individual consultant of their officers or employees, or any granting by Parent Certicom or any of its subsidiaries Subsidiaries (collectively, “Certicom Personnel”) of any bonus opportunity, any loan or any increase in severance any type of compensation or termination pay or benefits, (E) any entry payment by Parent Certicom or any of its subsidiaries Subsidiaries to any Certicom Personnel of any bonus, (F) except for the Executive Retention Agreements, any grant by Certicom or any of its Subsidiaries to any current director or officer of Certicom or any of its Subsidiaries of any severance, change in control, termination or similar compensation or benefits or increases therein or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein or any grant by Certicom or any of its Subsidiaries to any other Certicom Personnel of any severance, change in control, termination or similar compensation or benefits or increases therein or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein, (G) any adoption of or entry by Certicom or any of its Subsidiaries into, any amendment of or material modification to or amendment agreement to amend or modify, or any termination of, (1) any currently effective employment, deferred compensation, change in control, severance, termination termination, loan, indemnification, retention, stock repurchase, or indemnification agreement similar Contract between Certicom or any of its Subsidiaries, on the one hand, and any Certicom Personnel, on the other hand, (2) any consulting agreement between Certicom or any of its Subsidiaries, on the one hand, and any current or former officer or director of Certicom or any of its Subsidiaries, on the other hand, (3) any consulting agreement between Certicom or any of its Subsidiaries, on the one hand, and any other Certicom Personnel, on the other hand, (4) any Contract between Certicom or any of its Subsidiaries, on the one hand, and any Certicom Personnel, on the other hand, the benefits of which are contingent contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent Certicom of the nature contemplated herebyby this Arrangement Agreement or (5) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Certicom Personnel (all such Contracts under this clause (G), in each caseincluding any such Contract which is entered into any time prior to or on or after the date of this Arrangement Agreement, other than in the ordinary course of business consistent with past practicecollectively, “Benefit Agreements”), (vH) any material change grant or alteration in the policy amendment of Parent relating to the granting of any incentive award (including stock options options, stock appreciation rights, performance units, restricted stock, restricted stock units, stock repurchase rights or other equity compensation to its employees and consultants other than stock-based or stock-related awards) or the removal or modification of any restrictions in any such award (including the ordinary course of business consistent with past practiceacceleration thereof), (viI) entry any change in financial or tax accounting methods, principles or practices by Parent Certicom or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Laws, (J) any tax election or change in any tax election or any settlement or compromise of any income tax liability, (K) any write-down by Certicom or any of its Subsidiaries of any of the assets of Certicom or any of its Subsidiaries, or material modification, amendment or cancellation of, (L) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of Certicom and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet Except as contemplated by this Agreement, since December 31, 2008, there has not been been: (i) any Material Adverse Effect with respect to on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' ’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's ’s capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' ’s capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, (v) entry by Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of consent with respect to any licensing agreement filed or required to be filed by Parent relating with respect to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceany Governmental Entity, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, or (vii) any change in the auditors of Parent, (viii) any material issuance of capital stock of Parent, (ix) any revaluation by Parent of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Parent other than in the ordinary course of businessbusiness or (x) any agreement, whether written or oral, to do any of the foregoing.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet Latest ------------------------------------ Financial Statements, TARGET and its Subsidiaries have conducted their businesses only in the Ordinary Course of Business and, since such date, there has not been (i) any Material Adverse Effect material damage, destruction or loss (whether or not covered by insurance) with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's TARGET or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, Subsidiaries; (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (viiii) any material change by Parent TARGET in its accounting methods, principles or practices; (iii) any increase in dividends or employee compensation or benefits payable by TARGET, except as required by concurrent changes for increases in GAAP, or the Ordinary Course of Business; (viiiiv) any material revaluation by Parent TARGET of any of its material assets, including including, without limitation, writing down the value of capitalized software or inventory or writing off notes or accounts receivable other than in the ordinary course Ordinary Course of businessBusiness; (v) any change in any material respect in which the business of TARGET and its Subsidiaries has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; (vi) any agreement and/or understanding entered into which materially alters or amends any licensing or contractual arrangements with respect to any TARGET Intellectual Property Rights, other than in the Ordinary Course of Business; (vii) any loss or change in the relationships with any client, contractor or supplier that would constitute a TARGET Material Adverse Effect; (viii) any declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of TARGET, or any direct or indirect redemption, purchase or other acquisition by TARGET of any of its capital stock other than pursuant to the exercise of repurchase rights under stock option agreements; (ix) any increase in the salary or other compensation payable or to become payable by TARGET to any of its officers, directors, or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by TARGET, of a bonus or other additional salary or compensation to any such person; (x) except as reflected on the Latest Financial Statements, any loan by TARGET to any person or entity, incurring by TARGET of any indebtedness, guaranteeing by TARGET of any indebtedness, issuance or sale of any debt securities of TARGET or guaranteeing of any debt securities of others except for advances to employees for travel and business expenses in the Ordinary Course of Business; or (xi) any other transaction, commitment, dispute, or any other action or event or condition that would be reasonably likely to have a TARGET Material Adverse Effect. BUYER acknowledges and agrees that recent and/or ongoing operating losses of TARGET do not make untrue the representations made in this Section 3.8.

Absence of Certain Changes or Events. Since Except for liabilities incurred in connection with this Agreement or as expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since the date of the Parent Balance Sheet most recent financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than (x) cash dividends payable by the Company in respect of shares of Company Common Stock consistent with past practice and not exceeding $0.10 per share of Company Common Stock per fiscal quarter or (y) dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its shareholders, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to securities, other than in connection with net share withholding in connection with the terms vesting of their pre-existing stock option or purchase agreementsCompany Restricted Stock, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former (1) director of the Company or any of its Subsidiaries or (2) employee of the Company or any of its Subsidiaries who is treated as a Tier I Employee (a "Tier I Employee") or Tier II Employee (a "Tier II Employee") for purposes of the Company's Change in Control Severance Pay Plan for Select Employees (all individuals described in the foregoing clauses (1) and (2) of this clause (A), collectively, the "Key Personnel") of any increase in compensation compensation, bonus or fringe benefits to any of their officers or employeesother benefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase except for normal increases in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than cash compensation (including cash bonuses) in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (vB) any material change granting by the Company or alteration any of its Subsidiaries to any Key Personnel of (1) any increase in the policy of Parent relating severance or termination pay or (2) any right to the granting of stock options receive any severance or other equity compensation to its employees and consultants other than termination pay except for severance or termination pay received in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification Contract with any Key Personnel or (2) any Contract with any Key Personnel 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), collectively, "Company Benefit Agreements"), (D) the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or 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 hereof or (E) the adoption, amendment or termination of any Company Benefit Plan, other than, in the cases of clauses (A), (B), (C) and (D), such increases, amendments, new agreements, removals, modifications or terminations with respect to Tier II Employees that (1) do not provide for any increase in compensation or benefits for any individual Tier II Employee that is material in relation to such Tier II Employee's compensation or benefits prior to such increase and (2) in the aggregate do not result in any material increase in compensation, benefits or other similar expenses of the Company and its Subsidiaries, (v) 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 a Material Adverse Effect, (vi) entry any change in accounting methods, principles or practices by Parent the Company materially affecting its assets, liabilities or any of its subsidiaries intobusinesses, except insofar as may have been required by a change in GAAP or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles tax election or practices, except as required by concurrent changes in GAAP, any settlement or (viii) compromise of any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessincome tax liability.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet December 31, 2013, there has not been or occurred: (ia) a Material Adverse Effect; (b) any Material Adverse Effect with respect to Parentmaking, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any capital stock or membership interest of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Company or any of its subsidiaries' Subsidiaries of any of its capital stock, membership interest or any other equity securities of such Person (ivother than any such dividend, distributions, purchases, redemptions, acquisitions or other similar transactions (I) solely involving the Company or any of its Subsidiaries, (II) or otherwise to satisfy obligations in respect of the Funded Indebtedness or (III) relating to the repurchase of shares of Common Stock from employees pursuant to the subscription agreements with respect thereto or pursuant to any Benefit Plan or Employment Agreement); (c) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material increase in compensation or fringe benefits to any employee (except for increases in the ordinary course of their officers or employeesbusiness, or any payment entry by Parent the Company or any of its subsidiaries Subsidiaries into any Benefit Plan or Employment Agreement or amendment of any bonus an existing Benefit Plan or Employment Agreement) to grant or provide to any officer the acceleration of their officers vesting, termination, severance, retention or employees, change in control payments or other similar benefits; (d) any granting change by Parent the Company or any of its subsidiaries of Subsidiaries in its accounting methods, principles or practices (including any increase change in severance depreciation or termination pay amortization policies or rates or revenue recognition policies), except as required by either Law or GAAP; (e) any entry material revaluation by Parent the Company or any of its subsidiaries intoSubsidiaries of any of its material assets, excluding writing-off or material modification discounting of notes, accounts receivable or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than assets in the ordinary course of business consistent with past practice, ; or (vf) any change by the Company or any of its Subsidiaries in its material change Tax elections or alteration accounting methods, entry into any closing agreement by the Company or any of its Subsidiaries, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or any consent by the policy Company or any of Parent relating its Subsidiaries to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes. Except as set forth in Schedule 4.21 or as otherwise contemplated hereby, since December 31, 2013, the granting of stock options or other equity compensation to Company and its employees and consultants other than Subsidiaries, taken as a whole, have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as expressly permitted or expressly contemplated by this Agreement, since the date of the Parent Balance Sheet Date there has not been (i) any change or development in the business, operations, assets, liabilities, financial condition, results of operations, cash flows or properties of the Bank or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parentthe Bank or any of its Subsidiaries, and no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to the Bank or any of its Subsidiaries in the future; (ii) any change by the Bank 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 in by the Bank’s independent accountants; (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, of any capital stock of Parent's the Bank or any of its subsidiaries' capital stock, Subsidiaries or any purchaseredemption, redemption purchase or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each casesecurities, other than in the ordinary course Ordinary Course of business consistent Business; (iv) 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 directors, officers or employees of the Bank or any of its Subsidiaries (other than normal salary adjustments to employees made in the Ordinary Course of Business), 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 past practicerespect to the compensation or employment of directors, officers or employees of the Bank or any of its Subsidiaries; (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business election not consistent with past practice, (vi) entry prior elections made by Parent the Bank or material changes in existing elections made by the Bank or any of its subsidiaries into, Subsidiaries for federal or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of state Tax purposes; (vi) any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into change in the ordinary course credit policies or procedures of business consistent with past practicethe Bank or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect; (vii) any material change by Parent acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than (A) investment securities in the Bank’s or any of its accounting methodsSubsidiaries’ investment portfolio or (B) loans and loan commitments purchased, principles sold, made or practices, except as required by concurrent changes entered into in GAAP, the Ordinary Course of Business; or (viii) any material revaluation by Parent lease of any of its material assetsreal or personal property entered into, including writing off notes or accounts receivable other than in connection with foreclosed property or in the ordinary course Ordinary Course of businessBusiness.

Absence of Certain Changes or Events. (i) Since December 31, 2005 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice and there has not been (iA) any Material Adverse Effect with respect to ParentEffect, (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (D)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, individual contractor or individual consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) of any bonus opportunity, any loan or any increase in severance any type of compensation or termination pay benefits, except for grants of normal bonus opportunities and normal increases of base compensation or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated herebybenefits, in each case, other than prior to the date of this Agreement in the ordinary course of business consistent with past practicepractice or pursuant to any Benefit Plan or Benefit Agreement in effect on the date hereof, or (v2) any material change payment by the Company or alteration in the policy any of Parent relating its Subsidiaries to any Company Personnel of any bonus, except for bonuses paid or accrued prior to the granting date of stock options or other equity compensation to its employees and consultants other than this Agreement in the ordinary course of business consistent with past practicepractice or as required by any Benefit Plan or Benefit Agreement in effect on the date hereof, (viE) entry any grant by Parent the Company or any of its subsidiaries Subsidiaries to any current director or officer of the Company or any of its Subsidiaries of any severance, change in control, termination or similar compensation or benefits or increases therein or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein or any grant by the Company or any of its Subsidiaries to any other Company Personnel of any material severance, change in control, termination or similar compensation or benefits or material increases therein or of the right to receive any material severance, change in control, termination or similar compensation or benefits or material increases therein, (F) any adoption of or entry by the Company or any of its Subsidiaries into, any material amendment of or material modificationmodification to or agreement to materially amend or modify, amendment or cancellation any termination of, (1) any employment, deferred compensation, change in control, severance, termination, loan, indemnification, retention, stock repurchase, or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, and (A) any consulting agreement between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company or any of its Subsidiaries, on the other hand and (B) any material consulting agreement between the Company or any of its Subsidiaries, on the one hand, and any other 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 materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement 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 which is entered into on or after the date of this Agreement, collectively, “Benefit Agreements”), (G) any grant or amendment of any incentive award (including stock options, stock appreciation rights, performance units, restricted stock, restricted stock units, stock repurchase rights or other stock-based or stock-related awards) or the removal or modification of any restrictions in any such award, except for grants or amendments with respect to cash incentive awards, which are not, individually or in the aggregate, material, made in the ordinary course of business consistent with past practice or as required under any Benefit Plan or Benefit Agreement in effect on the date hereof, (H) any material change in financial or tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (I) any material tax election or change in any material tax election or any settlement or compromise of any material income tax liability, (J) any material write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries, or (K) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since (i) From February 28, 2011 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent in all material respects with past practice and there has not been (iA) any Material Adverse Effect with respect (including any Material Adverse Effect resulting from an occurrence prior to ParentFebruary 28, 2011), (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (D)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, "Company Personnel") of any bonus or award opportunity, any loan or any increase in severance any type of compensation or termination pay or any entry by Parent or any benefits, except for grants of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits normal bonus opportunities and normal increases of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated herebybase cash compensation, in each case, other than in the ordinary course of business consistent with past practice, or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus or award, except for bonuses or awards paid in the ordinary course of business consistent with past practice, (vE) any material grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, separation, change in control, retention, termination or alteration 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 policy Company or any of Parent relating its Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any termination 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, restrictive covenant or similar Contract between the granting Company or any of its Subsidiaries, on the one 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 or Benefit Agreement (including the grant or amendment of Stock Options, RSUs, restricted stock, stock options appreciation rights, performance units, stock repurchase rights or other equity or equity-based compensation) or the removal or modification of any restrictions in any such award, (H) any payment to any Company Personnel of any compensation to its employees and consultants or benefit not provided for under any Benefit Plan or Benefit Agreement, other than the payment of base cash compensation, cash bonuses or cash awards in the ordinary course of business consistent with past practice, (viI) entry 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 material change in financial or tax accounting methods, principles or practices by Parent the Company or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Law, (K) any material modificationtax election or change in any material tax election or any settlement or compromise of any material tax liability, amendment (L) any material write-down by the Company or cancellation of, any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries or (M) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Novadigm Balance Sheet Sheet, each of Novadigm and its Subsidiaries has conducted its respective business only in the ordinary course of business substantially consistent with past practice and there has not been been: (i) any Material Adverse Effect with respect to Parenton Novadigm, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentNovadigm's or any of its subsidiariesSubsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Novadigm or any of its Subsidiaries of any of ParentNovadigm's capital stock or any other securities of Parent Novadigm or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Novadigm Employees or independent contractors following their termination pursuant to the terms of their pre-existing stock option or purchase agreementsagreements identified in the Novadigm Disclosure Letter, through the date of this Agreement, (iii) any split, combination or reclassification of any of ParentNovadigm's or any of its subsidiariesSubsidiaries' capital stockstock through the date of this Agreement, (iv) any granting by Parent Novadigm or any of its subsidiaries Subsidiaries of any increase in compensation or fringe benefits to any of their officers or employeesbenefits, or any payment by Parent Novadigm or any of its subsidiaries Subsidiaries of any bonus to any of their officers or employeesbonus, or any granting by Parent Novadigm or any of its subsidiaries Subsidiaries of any increase in severance or termination pay or any entry by Parent Novadigm or any of its subsidiaries Subsidiaries into, or material modification or amendment of, 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 Parent Novadigm of the nature contemplated hereby, in each case, other than in hereby through the ordinary course date of business consistent with past practicethis Agreement, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Novadigm or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property other than licenses(as defined in Section 2.7), distribution agreements, advertising agreements, (vi) any material amendment or other similar agreements entered into consent with respect to any Novadigm Material Contract in effect since the ordinary course date of business consistent with past practicethe Novadigm Balance Sheet, (vii) any material change by Parent Novadigm, through the date of this Agreement, in its accounting methods, principles or practices, except as required by concurrent changes in GAAPGAAP or by the SEC, (viii) any change by Novadigm in its Tax elections 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, (viiiix) any material revaluation by Parent Novadigm or any of its Subsidiaries of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice, (x) any communication from Nasdaq or by Novadigm with respect to the delisting of the Novadigm Common Stock, (xi) any cancellation by Novadigm or any of its Subsidiaries of any debts or waiver of any claims or rights of material value, (xii) any sale, transfer or other disposition outside of the ordinary course of business of any properties or assets (whether real, personal or mixed, tangible or intangible) by Novadigm or any of its Subsidiaries, or (xiii) any agreement, whether in writing or otherwise, to take any action described in this section by Novadigm or any of its Subsidiaries.

Absence of Certain Changes or Events. Since Except for liabilities incurred in connection with this Agreement or as expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since the date of the Parent Balance Sheet most recent financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than (x) cash dividends payable by the Company in respect of shares of Company Common Stock consistent with past practice and not exceeding $0.10 per share of Company Common Stock per fiscal quarter or (y) dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its shareholders, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to securities, other than in connection with net share withholding in connection with the terms vesting of their pre-existing stock option or purchase agreementsCompany Restricted Stock, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former (1) director of the Company or any of its Subsidiaries or (2) employee of the Company or any of its Subsidiaries who is treated as a Tier I Employee (a “Tier I Employee”) or Tier II Employee (a “Tier II Employee”) for purposes of the Company’s Change in Control Severance Pay Plan for Select Employees (all individuals described in the foregoing clauses (1) and (2) of this clause (A), collectively, the “Key Personnel”) of any increase in compensation compensation, bonus or fringe benefits to any of their officers or employeesother benefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase except for normal increases in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than cash compensation (including cash bonuses) in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (vB) any material change granting by the Company or alteration any of its Subsidiaries to any Key Personnel of (1) any increase in the policy of Parent relating severance or termination pay or (2) any right to the granting of stock options receive any severance or other equity compensation to its employees and consultants other than termination pay except for severance or termination pay received in the ordinary course of business consistent with past practicepractice or as was required under any Company Benefit Agreement or Company Benefit Plan, (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification Contract with any Key Personnel or (2) any Contract with any Key Personnel 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), collectively, “Company Benefit Agreements”), (D) the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or 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 hereof or (E) the adoption, amendment or termination of any Company Benefit Plan, other than, in the cases of clauses (A), (B), (C) and (D), such increases, amendments, new agreements, removals, modifications or terminations with respect to Tier II Employees that (1) do not provide for any increase in compensation or benefits for any individual Tier II Employee that is material in relation to such Tier II Employee’s compensation or benefits prior to such increase and (2) in the aggregate do not result in any material increase in compensation, benefits or other similar expenses of the Company and its Subsidiaries, (v) 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 a Material Adverse Effect, (vi) entry any change in accounting methods, principles or practices by Parent the Company materially affecting its assets, liabilities or any of its subsidiaries intobusinesses, except insofar as may have been required by a change in GAAP or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles tax election or practices, except as required by concurrent changes in GAAP, any settlement or (viii) compromise of any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessincome tax liability.

Absence of Certain Changes or Events. Since January 1, 2002, Parent and each of its Subsidiaries have conducted their respective businesses only in the date ordinary course, and there has not been any Material Adverse Change with respect to Parent or any of its Subsidiaries. Since January 1, 2002 and except as set forth in Section 5.06 of the Parent Balance Sheet Disclosure Schedule, there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, any of Parent's or any of to its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any optionsredemption, warrants, calls or rights to acquire any such shares purchase or other securities except for repurchases from employees following their termination pursuant to the terms acquisition of their pre-existing stock option or purchase agreementsany of its capital stock, (iiiii) any split, combination or reclassification of any of Parent'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 its subsidiaries' capital stock, (iviii) (A) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits Subsidiaries to any executive officer or director of their officers or employees, or any payment by Parent or any of its subsidiaries Subsidiaries of any bonus to any of their officers or employeesincrease in cash compensation, or (B) any granting by Parent or any of its subsidiaries Subsidiaries to any such executive officer or director of any increase in severance or termination pay pay, (C) any granting by Parent or any of its Subsidiaries to any such executive officer, director or other key employees of any loans or any increases to outstanding loans, (D) except employment arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of Parent or any of its Subsidiaries, any entry by Parent or any of its subsidiaries intoSubsidiaries into any employment, severance or material modification termination agreement with any such employee or amendment ofexecutive officer or director or (E) except in the ordinary course of business, any currently effective employmentincrease in or establishment of any bonus, severanceinsurance, termination deferred compensation, pension, retirement, profit-sharing or indemnification other employee benefit plan or agreement or arrangement, (iv) any agreement material damage, destruction or loss, whether or not covered by insurance, (v) any material payment to an Affiliate of Parent other than in the benefits ordinary course of which are contingent business or the terms of which are materially altered upon the occurrence of a transaction involving consistent with past practice, (vi) any revaluation by Parent of any of its material assets, (vii) any mortgage, Lien, agreement, claim or restriction placed upon any of the nature contemplated hereby, in each casematerial properties or assets of Parent, other than licenses or other agreements with regard to the acquisition or disposition of any material Intellectual Property Right or rights thereto in the ordinary course of business consistent with past practice, (vviii) any material change in accounting methods, principles or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry practices by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, (ix) any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property Right or rights thereto other than licenses, distribution agreements, advertising agreements, licenses or other similar agreements entered into in the ordinary course of business or consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet there has not been been: (ia) any Material Adverse Effect with respect to Parenton the Company, (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, repurchase for value or redemption by the Company or other acquisition by Parent any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities Subsidiaries except for repurchases from employees Employees following their termination of employment pursuant to the terms of their applicable pre-existing stock option or purchase agreements, (iiic) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, (ivd) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus material (whether individually or in the aggregate) bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any directors or officers of their officers or employeesthe Company), or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material (whether individually or in the aggregate) increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, Subsidiaries into any material (whether individually or material modification or amendment of, any currently effective in the aggregate) 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.agreement,

Absence of Certain Changes or Events. Since Except as set forth in Part 2.6 of the Company Disclosure Letter or as disclosed in Company SEC Reports, since the date of the Parent Company Balance Sheet there has not been been: (i) any Material Adverse Effect (as defined in Section 8.3) with respect to Parentthe Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any grant or issuance of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, (iv) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent the Company or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated herebyhereby or any acceleration or release of any vesting condition to the right to exercise any option, in each case, warrant or other than in right to purchase or otherwise acquire any shares of the ordinary course Company's capital stock or any acceleration or release of business consistent any right to repurchase shares of the Company's capital stock upon the termination of employment or services with past practicethe Company, (v) any material change or alteration in the policy of Parent the Company relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the material agreement, (vii) any acquisition, distribution sale or licensing transfer of any material Intellectual Property asset by the Company or any of its subsidiaries other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practicebusiness, (viiviii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiiix) any material revaluation by Parent the Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date Except as set forth in Section 3.9 of the Parent Balance Sheet Schedule, since December 31, 2000, there has not been been: (i) any Material Adverse Effect with respect to Parenton Parent or any of its Subsidiaries, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiariesSubsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent or any of its Subsidiaries of any of Parent's or any of its Subsidiaries' capital stock or any other securities of Parent or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiariesSubsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries Subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries Subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries Subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent or any of its Subsidiaries of the nature contemplated hereby, in each case, (v) entry by Parent or any of its Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing agreement filed or other equity compensation required to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry be filed by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement Subsidiaries with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practiceSEC, (viivi) any material change by Parent or any of its Subsidiaries in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivii) any material revaluation by Parent or any of its Subsidiaries of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Parent or any of its Subsidiaries other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.accounting

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet April 1, 2007 there has not been (i) any Material Adverse Effect or any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, has had a Material Adverse Effect. Since April 1, 2007 through the date hereof, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with respect to Parent, past practice and there has not been: (iiA) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiB) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (C)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) of any bonus opportunity, any loan or any increase in severance any type of compensation or termination pay or any entry by Parent or any of its subsidiaries intobenefits, or material modification or amendment of, 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 Parent of the nature contemplated herebyexcept for normal grants and increases, in each case, other than prior to the date of this Agreement in the ordinary course of business consistent with past practice, or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus, except for bonuses paid prior to the date of this Agreement in the ordinary course of business consistent with past practice, (vD) any grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, change in control, retention, termination or similar compensation or benefits or increases therein, (E) any adoption of or entry by the Company or any of its Subsidiaries into, any amendment of or modification to or agreement to amend or modify (or announcement of an intention to amend or modify), or any termination of, (1) any change in control, severance or termination or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, or (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 materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (all such Contracts under this clause (F), including any such Contract which is entered into on or after the date of this Agreement, collectively with (x) any current employment, deferred compensation, employee benefit, loan, indemnification, equity or equity-based or related compensation, consulting or similar Contract between the Company and its Subsidiaries, on the one hand, and any Company Personnel on the other hand, and (y) 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, “Benefit Agreements”), (G) the removal or modification of any restrictions on or terms of any incentive award (including any equity or equity-based or related compensation), (H) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Benefit Plan or Benefit Agreement disclosed on Section 4.01(m) of the Company Letter, (I) any material change in financial or alteration in tax accounting methods, principles or practices by the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Company or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Law, (J) any material tax election or change in any material tax election or any settlement or compromise of any material income tax liability, (K) any write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries, or material modification, amendment or cancellation of, (L) any licensing or other agreement with regard to the acquisition, distribution disposition or licensing of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet Except as set forth on Schedule 3.23 or as otherwise contemplated by this Agreement, since December 31, 2005, there has not been (ia) any damage, destruction or casualty loss to the physical properties of Acquisition Parent or Acquisition Sub (whether or not covered by insurance), (b) any event or circumstance that would have a Material Adverse Effect with respect to ParentEffect, (iic) any declarationentry into any transaction, setting aside commitment or payment of any dividend onagreement (including, or other distribution (whether in cash, stock or property) in respect ofwithout limitation, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of borrowing) material to Acquisition Parent or its subsidiaries Acquisition Sub, except transactions, commitments or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than agreements in the ordinary course of business consistent with past practice, (vd) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property with respect to the capital stock or other securities of Acquisition Parent or Acquisition Sub, any repurchase, redemption or other acquisition by Acquisition Parent of any capital stock or other securities, or any agreement, arrangement or commitment by Acquisition Parent or Acquisition Sub to do so, (e) any increase that is material change or alteration in the policy compensation payable or to become payable by Acquisition Parent or Acquisition Sub to its directors, officers, employees or agents or any increase in the rate or terms of Parent relating to the granting of stock options any bonus, pension or other equity compensation to its employee benefit Plan, payment or arrangement made to, for or with any such directors, officers, employees or agents, except as set forth on Schedule 3.23, (f) any sale, transfer or other disposition of, or the creation of any Lien upon, any part of the assets of Acquisition Parent or Acquisition Sub, tangible or intangible, except for sales of inventory and consultants other than use of supplies and collections of accounts receivables in the ordinary course of business consistent with past practice, (vi) entry or any cancellation or forgiveness of any debts or claims by Acquisition Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAPAcquisition Sub, or (viiig) any material revaluation capital expenditure (including any capital leases) or commitment therefor by Acquisition Parent or Acquisition Sub in excess of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business$10,000.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet most recent audited financial statements included in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice and there has not been (iA) any Material Adverse Effect with respect material adverse effect on the Company or any state of facts, change, development, effect or occurrence that is reasonably likely to Parentresult in a material adverse effect on the Company, (iiB) prior to the date of this Agreement, any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's ’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned subsidiary of the Company to its parent, (C) prior to the terms date of their pre-existing stock option or purchase agreementsthis Agreement, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' ’ capital stockstock 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 or any of its subsidiaries, (ivD) prior to the date of this Agreement, (v) (I) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any current or former director, officer, employee, independent contractor or consultant of their officers or employees, or any payment by Parent the Company or any of its subsidiaries (collectively, “Company Personnel”) of any bonus opportunity or any increase in any type of compensation or benefits, except for grants of bonus opportunities and increases of base compensation, in each case, prior to any the date of their officers or employeesthis Agreement in the ordinary course of business consistent with past practice, or (II) any granting payment by Parent the Company or any of its subsidiaries to any Company Personnel of any increase bonus, except for bonuses paid or accrued prior to the date of this Agreement in the ordinary course of business consistent with past practice, (w) any granting by the Company or any of its subsidiaries to any Company Personnel of any severance or termination pay or of the right to receive any severance or termination pay or increases therein except for any granting of such pay or rights prior to the date of this Agreement in the ordinary course of business consistent with past practice, (x) any entry by Parent the Company or any of its subsidiaries into, or material modification or any amendment of, (I) any currently effective employment, deferred compensation, severance, termination termination, employee benefit, loan, indemnification, stock repurchase, consulting or indemnification similar 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 Parent of the nature contemplated hereby, in each case, (other than in the ordinary course of business consistent with past practice) between the Company or any of its subsidiaries, on the one hand, and any Company Personnel, on the other hand, or (II) any agreement 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 materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (all such agreements under this clause (x), including any agreement of a type referred to in this Section 3.01(g)(D)(x)(II) which is entered into on or after the date hereof, collectively, “Benefit Agreements”), (vy) any material change amendment of any incentive award (including Stock Options, stock appreciation rights, performance units, restricted stock, stock repurchase rights or alteration other stock-based or stock-related awards) or the material removal or modification of any restrictions in any such award or (z) any material amendment to, or material modification of, any Company Stock Plan or the ESPP, (E) any damage, destruction or loss, whether or not covered by insurance, that individually or in the policy of Parent relating aggregate is reasonably likely to have a material adverse effect on the Company, (F) prior to the granting date of stock options this Agreement, any change in financial or other equity compensation tax accounting methods, principles or practices by the Company or any of its subsidiaries, except insofar as may have been required by a change in GAAP or applicable Law, (G) prior to its employees and consultants other than the date of this Agreement, any tax election that individually or in the ordinary course aggregate is reasonably likely to have a material adverse effect on the Company or any of business consistent with past practiceits tax attributes or any settlement or compromise of any material income tax liability or (H) prior to the date of this Agreement, (vi) entry any revaluation by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any of the material Intellectual Property other than licenses, distribution agreements, advertising agreements, assets of the Company or other similar agreements entered into in the ordinary course any of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practicessubsidiaries, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Healthvision's Latest Balance Sheet through the date of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to Parent, Healthvision; (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentHealthvision's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Healthvision of any of ParentHealthvision's capital stock or any other securities of Parent Healthvision or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, ; (iii) any split, combination or reclassification of any of ParentHealthvision's or any of its subsidiaries' capital stock, ; (iv) any granting by Parent Healthvision or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent Healthvision or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent Healthvision or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Healthvision or any of its subsidiaries into, or material modification or amendment of, 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 Parent Healthvision of the nature contemplated hereby, in each case, case other than in the ordinary course of business consistent with past practice, practice and except as required by express terms of Healthvision's employee benefits plans; (v) any material change or alteration in the policy of Parent Healthvision relating to the granting of stock options or other equity compensation to its employees and consultants consultants, other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.past

Absence of Certain Changes or Events. Since (i) From January 1, 2011 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent in all material respects with past practice and there has not been (iA) any Material Adverse Effect with respect or any state of facts, change, development, event, effect, condition, occurrence, action or omission that is reasonably likely to Parenthave a Material Adverse Effect (including any Material Adverse Effect resulting from an occurrence prior to January 1, 2011), (iiB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiC) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries Subsidiaries, (D) any grant or payment by the Company or any of its Subsidiaries to any current or former director, officer, employee, contractor or consultant of the Company or any of its Subsidiaries (collectively, “Company Personnel”) of any increase in any type of compensation or fringe benefits to any of their officers or employeesbenefits, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than except in the ordinary course of business consistent with past practice, (vE) any material 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 termination 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 alteration in equity-based compensation, consulting or similar Contract between the policy Company or any of Parent relating to its Subsidiaries, on the granting of stock options one hand, and any Company Personnel, on the other hand, (2) any trust or insurance Contract or other equity agreement to fund or otherwise secure payment of any compensation or benefit to its employees and consultants other than be provided to any Company Personnel (all such Contracts under this clause (E), including any such Contract that is entered into on or after the date of this Agreement, collectively, “Benefit Agreements”), except in the ordinary course of business consistent with past practice, (vi) entry by Parent practice with respect to Company Personnel who are not directors or officers of the Company or any of its subsidiaries intoSubsidiaries, (F) the taking of any action to accelerate, or material modification, amendment or cancellation that is reasonably likely to result in the acceleration of, any licensing the time of vesting or other agreement with regard to the acquisition, distribution or licensing payment of any material Intellectual Property other than licensesrights, distribution agreementscompensation, advertising agreements, benefits or other similar agreements entered into in the ordinary course of business consistent with past practicefunding obligations under any Benefit Plan or Benefit Agreement or otherwise, (viiG) any material change by Parent in its financial or Tax accounting methods, principles or practicespractices by the Company or any of its Subsidiaries, except insofar as may have been required by concurrent changes in GAAPGAAP or applicable Law, or (viiiH) any material revaluation Tax election or change in any material Tax election or any settlement or compromise of any material Tax liability or (I) any material write-down by Parent the Company or any of its Subsidiaries of any of the material assets of the Company or any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessSubsidiaries.

Absence of Certain Changes or Events. Since (a) Except for the Contemporaneous Ancillary Transactions and incurring the expenses, making the payments, or the other transactions contemplated in or by this Agreement, since the date of the Parent Reference Balance Sheet Sheet, (i) each of the Selling Entities has conducted its business in the ordinary course consistent with past practice and has not incurred any material Liability, except in the ordinary course of its business consistent with past practice; (ii) there has not been (i) any change in the business, financial condition, Liabilities, assets, technology, Intellectual Property, employee relations, customer relations, supplier relations, manufacturer relations or distributor relations, or results of operations of the Selling Entities that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to Parenton any such party, (iiiii) there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of Parent's shares or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent membership interests of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, Selling Entities; (iiiiv) there has not been any split, combination or reclassification of any common stock of Parent's any of the Selling Entities or any issuance or commitment to issue or the authorization of its subsidiaries' any issuance of any capital stockstock or other Equity Interests of any of the Selling Entities or other securities convertible into, in exchange or in substitution for any shares of capital stock or other Equity Interests of any of the Selling Entities; (ivv) there has not been (A) any granting by Parent or any of its subsidiaries the Selling Entities to any employee of any of the Selling Entities of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each casecompensation, other than in the ordinary course of business consistent with past practicebusiness, (vB) any material change granting by any of the Selling Entities to any such employee of any increase in severance or alteration in termination pay, (C) any entry by any of the Selling Entities into any employment, severance or termination agreement, policy or arrangement with any employee, or (D) any transaction with a Company Shareholder, KLO Shareholder, director or employee of Parent relating to any of the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, Selling Entities; (vi) entry by Parent or there has not been any material adverse change in any of its subsidiaries intothe Selling Entities’ business relationships with any clients (“Customers”), and no event of material default (with or without notice or lapse of time, or material modification, amendment or cancellation of, both) has occurred under any licensing or other agreement with regard to between any of the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, Selling Entities and its respective Customers; and (vii) there has not been any material change by Parent in its accounting methods, principles or practicespractices by any of the Selling Entities affecting their assets, Liabilities or business, except insofar as may have been required by concurrent changes a change in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date Except as set forth in Section 2.9 of the Parent Company Disclosure Letter, since the Interim Balance Sheet Date there has not been been, occurred or arisen: (ia) any event or condition of any character that, to the knowledge of the Company, has had or is reasonably expected to have a Material Adverse Effect with respect to Parent, on the Company; (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' ’ capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, ; (iiic) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' ’ capital stock, ; (ivd) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any Employee (except for increases in the ordinary course of their officers or employeesbusiness consistent with past practice in the base salaries of non-officer Employees in an amount that does not exceed for four percent (4%) of such base salaries per employee), of such base salaries per employee), or any payment by Parent the Company or any of its subsidiaries of any bonus (except for bonuses made to current non-officer Employees in the ordinary course of business consistent with past practice or pursuant to any of their officers or employeesbonus plan furnished to Parent), or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or one of its subsidiaries into any Contract (or amendment of an existing Contract) to grant or provide severance, acceleration of vesting, termination pay or other similar benefits; (e) any change by the Company in its accounting methods, principles or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies), except as required by concurrent changes in GAAP; (f) any revaluation by the Company of any of its subsidiaries intoassets, including writing down the value of capitalized inventory or material modification writing off notes or amendment of, any currently effective employment, severance, termination or indemnification agreement accounts receivable or any agreement the benefits sale of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent assets of the nature contemplated hereby, in each case, Company other than in the ordinary course of business consistent with past practice; (g) the incurring, (v) creation or assumption of any material change Encumbrance, any discharge of any Encumbrance or alteration in material liability which was not shown on the policy of Parent relating to the granting of stock options Interim Balance Sheet or other equity compensation to its employees and consultants other than incurred in the ordinary course of business consistent since the Interim Balance Sheet Date, any material liability or obligation for borrowed money or any material liability or obligation as guaranty or surety with past practicerespect to the obligations of others; and (h) any announcement of, (vi) entry any negotiation by Parent or any agreement by the Company, any of its subsidiaries intosubsidiaries, or material modificationany Employee on behalf of the Company, amendment or cancellation of, to do any licensing or other agreement with regard to of the acquisition, distribution or licensing of any material Intellectual Property things described in the preceding clauses (a) through (h) (other than licenses, distribution agreements, advertising agreements, negotiations or other similar agreements entered into in with Parent and Merger Sub regarding the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessTransactions).

Absence of Certain Changes or Events. Since September 30, 2003, Crown and the date Crown Subsidiaries have not engaged in any of the Parent Balance Sheet there has not been following acts: (i) entered into any transaction not in the ordinary course of business; (ii) sold, transferred, or disposed of, or subjected to any Lien, any Material Adverse Effect assets or properties of Crown or the Crown Subsidiaries (including the factoring or selling of accounts receivable), except for the sale of services and assets in the ordinary course of business; (iii) Materially deviated from historical accounting and other practices in connection with the maintenance of their books and records, except as may be required by Law or GAAP; (iv) incurred any physical damage, casualty, destruction or loss to property or assets of Crown or the Crown Subsidiaries, whether or not covered by insurance; (v) declared, set aside, or paid any dividend or other distribution on or with respect to Parentthe shares of capital stock of Crown except as contemplated by this Agreement, or directly or indirectly redeemed, purchased, or acquired any of such shares or split, combined, or reclassified shares of capital stock; (iivi) any declarationincreased, setting aside paid, or delayed payment of any dividend on, payroll or other distribution (whether in cash, stock or property) in payroll tax payment with respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option compensation (including benefits) payable or purchase agreements, (iii) any split, combination to become payable by Crown or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits the Crown Subsidiaries to any of their officers respective directors, officers, employees or employeesagents, or any payment by Parent or any of its subsidiaries the making of any bonus payment or similar arrangement to or with any of their officers them; (vii) cancelled any indebtedness due to Crown or employeesthe Crown Subsidiaries from others except for the write-off of accounts receivable in the ordinary course of business; (viii) created or incurred any Material obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), or entered into any granting by Parent transaction, contract or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each casecommitment, other than such items created or incurred in the ordinary course of business; (ix) changed the manner in which Crown and the Crown Subsidiaries collect accounts receivable, extend discounts or credits to customers or otherwise deal with customers; (x) waived or released any Material rights of Crown or the Crown Subsidiaries, except in the ordinary course of business consistent and for fair value, or let lapse or incurred any other loss of a Material right of Crown or the Crown Subsidiaries to use its assets or conduct its businesses; (xi) committed for or deferred any capital expenditures of Crown or the Crown Subsidiaries in excess of amounts budgeted; (xii) changed any accounting policies, except as may be required by Law or GAAP; (xiii) changed Crown's policies or the Crown Subsidiaries' policies with past practice, (v) any material change or alteration in the policy of Parent relating respect to the granting payment of stock options accounts payable or other equity compensation current liabilities or the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) changed the payment terms (including, without limitation, any advances) between Crown or the Crown Subsidiaries and any of their Material vendors; (xv) changed any development or permitting plans of Crown or the Crown Subsidiaries or deferred any costs or expenditures with respect to its employees and consultants other than in such plans; (xvi) granted price discounts on services or products outside the ordinary course of business and consistent with past practice, ; or (vixvii) entry by Parent entered into any commitment or agreement to do any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Certain Changes or Events. Since Except for the date of the Parent Balance Sheet 10 for 1 common stock forward split on October 19, 2007 and except as set forth in Schedule 3.9 hereto, and except as contemplated by this Agreement, since September 30, 2007, there has not been been: (i) any Material Adverse Effect with respect to on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) except for the Forward Split contemplated following the Closing, any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, (v) entry by Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of consent with respect to any licensing agreement filed or required to be filed by Parent relating with respect to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceany Governmental Entity, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of Parent, (vii) any issuance of, or agreement to issue, capital stock of Parent or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities, or (viii) any material revaluation by Parent of any of its material their respective assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Parent other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as contemplated by this Agreement or as set forth on Schedule 2.9, since the date of the Parent Balance Sheet most recent Financial Statement to the date of this Agreement, there has not been been: (i) any Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stockthe Company’s membership interests, or any purchase, redemption or other acquisition by Parent the Company of any of Parent's capital stock the Company’s membership interests or any other securities of Parent or its subsidiaries the Company or any options, warrants, calls or rights to acquire any such shares interests or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stockthe Company’s membership interests, (iv) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material increase in compensation or fringe benefits benefits, except for normal increases of cash (deferred or otherwise) compensation in the ordinary course of business, pursuant to any of their officers Plan or employeesunder a Law, or any material payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus material bonus, except for bonuses made in the ordinary course of business, pursuant to any of their officers Plan or employeesunder a Law, or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any material increase in severance or termination pay pay, except for severance payments made in the ordinary course of business, pursuant to any Plan or under a Law, or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 would be materially altered upon the occurrence of a the transaction involving Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement or amendment to an agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar licenses and services agreements entered into in the ordinary course of business consistent with past practicebusiness, (viivi) any material change by Parent the Company or any of its Subsidiaries in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Company or any of its Subsidiaries, or (viii) any material revaluation by Parent the Company or any of its Subsidiaries of any of its material assets, including including, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or any of its Subsidiaries, other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth in SCHEDULE 4.9 hereto or in Buyer SEC Reports filed prior to the date of the Parent Balance Sheet this Agreement, and except as contemplated by this Agreement, since December 31, 2004, there has not been been: (i) any Material Adverse Effect with respect to Parenton Buyer, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentBuyer's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Buyer of any of ParentBuyer's capital stock or any other securities of Parent or its subsidiaries Buyer or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) except for the designation of the Series A Preferred Stock, any split, combination or reclassification of any of ParentBuyer's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries Buyer of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries Buyer of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries Buyer of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, Buyer 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 Parent Buyer of the nature contemplated hereby, in each case, (v) entry by Buyer into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing agreement filed or other equity compensation required to its employees and consultants other than in the ordinary course of business consistent be filed by Buyer with past practicerespect to any Governmental Entity, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Buyer in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of Buyer, (vii) any issuance of capital stock of Buyer, or (viii) any material revaluation by Parent Buyer of any of its material their respective assets, including including, without limitation, writing off notes down the value of, or accounts receivable any sale of, assets of Buyer other than in the ordinary course of business.

Absence of Certain Changes or Events. Since From January 29, 2012 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course and there has not been (i) any Material Adverse Effect with respect to ParentEffect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (iv)(A) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) located at the Company’s headquarters office or who have annual base compensation in excess of $100,000 of any bonus or award opportunity, any loan or any increase in severance any type of compensation or termination pay benefits, except for grants of normal bonus opportunities and normal increases of base cash compensation, in each case, in the ordinary course of business, or (B) any entry payment by Parent the Company or any of its subsidiaries Subsidiaries to any Company Personnel located at the Company’s headquarters office or who have annual base compensation in excess of $100,000 of any bonus or award, other than payments in the ordinary course of business, (v) 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, (vi) any adoption or establishment of or entry by the Company or any of its Subsidiaries into, or material modification or any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any currently effective termination of (or announcement of an intention to amend, modify or terminate), (A) any employment, deferred compensation, change in control, severance, termination termination, employee benefit, loan, indemnification, retention, equity or indemnification agreement equity-based compensation, consulting, restrictive covenant or similar Contract between the Company or any agreement of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, (B) 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 contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent the Company of the nature contemplated hereby, by this Agreement (alone or in each case, combination with any other than in the ordinary course of business consistent with past practice, event) or (vC) any material change trust or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing insurance Contract or other agreement with regard to the acquisition, distribution separately fund or licensing otherwise secure payment of any material Intellectual Property other than licensescompensation or benefit to be provided to any Company Personnel (all such Contracts under this clause (vi), distribution agreementsincluding, advertising agreementsfor the avoidance of doubt, or other similar agreements any such Contract that is entered into in on or after the ordinary course date of business consistent with past practicethis Agreement, collectively, “Benefit Agreements”), (vii) any grant or amendment of any award under any Benefit Plan or Benefit Agreement (including the grant or amendment of Stock Options, restricted stock, stock appreciation rights, restricted stock units, performance units, phantom stock, stock repurchase rights or other equity or equity-based compensation) or the removal or material change by Parent modification of any restrictions in its accounting methodsany such award, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent payment to any Company Personnel of any of its material assetscompensation or benefit not provided for under any Benefit Plan or Benefit Agreement, including writing off notes or accounts receivable other than the payment of base cash and bonus compensation in the ordinary course of business, (ix) the taking of any action to accelerate, or that would reasonably be expected to result in the acceleration of, the time of vesting or payment of any rights, compensation, benefits or funding obligations, (x) any material change in financial or tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (xi) any material tax election or change in any material tax election or any settlement or compromise of any material tax liability, or (xii) any write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries.

Absence of Certain Changes or Events. Since the date of the Parent Target ------------------------------------ Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to ParentTarget and its subsidiaries and Joint Ventures, taken as a whole, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentTarget's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Target of any of ParentTarget's capital stock or any other securities of Parent or its subsidiaries Target or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of ParentTarget's or any of its subsidiaries' capital stock, (iv) any granting by Parent Target or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any payment by Parent Target or any of its subsidiaries of any bonus to any of their officers officers, directors or employeesmanagers or employees who earn more than $50,000 per year, or any granting by Parent Target or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent Target or any of its subsidiaries into, or material modification or amendment of, 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 Parent Target of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent Target relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent Target or any of its subsidiaries or, to the knowledge of Target, any Joint Venture into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionlicensing, distribution or licensing of any material Intellectual Property other than licensesdistribution, distribution agreementssponsorship, advertising agreementsadvertising, merchant program or other similar agreements entered into agreement or which either is not terminable by Target or its subsidiaries or Joint Venture, as the case may be, without penalty upon no more than 45 days' prior notice or provides for payments by or to Target or its subsidiaries or a Joint Venture in an amount in excess of $25,000 over the ordinary course term of business consistent with past practicethe agreement, (vii) any material change by Parent Target in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent Target of any of its material assets, including including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.relating

Absence of Certain Changes or Events. Since the date of the Parent Nova Balance Sheet through the date hereof, except as set forth on Section 2.6 of the Nova Disclosure Letter, each of Nova and its Subsidiaries has conducted its respective business only in the ordinary course of business consistent with past practice and there has not been been: (i) any Material Adverse Effect with respect Change to ParentNova, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's Nova’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent Nova or any of its Subsidiaries of any of Parent's Nova’s capital stock or any other securities of Parent Nova or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Nova Employees (as defined in Section 2.13(a)) following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's Nova’s or any of its subsidiaries' Subsidiaries’ capital stock, ; (iv) with respect to any individual, any granting by Parent Nova or any of its subsidiaries Subsidiaries of any material increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any members of their the Nova Board or executive officers or employeesof Nova), or any payment by Parent Nova or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any members of their the Nova Board or executive officers or employeesof Nova), or any granting by Parent Nova or any of its subsidiaries Subsidiaries of any material increase in severance or termination pay or any entry by Parent Nova or any of its subsidiaries Subsidiaries into, or material modification or amendment of, 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 Parent Nova of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Nova or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.defined in

Absence of Certain Changes or Events. Since the date Except as disclosed in ------------------------------------ Section 3.7 of the Parent Sellers Disclosure Schedule, since the Reference Balance ----------- Sheet Date, each of ComputerPrep and each ComputerPrep Subsidiary has conducted its business in the ordinary course consistent with past practice, and except as contemplated by this Agreement, there has not been occurred (i) any Material Adverse Effect with respect purchase or other acquisition of, sale, lease, disposition, or other transfer of, or mortgage, pledge or subjection to Parentany material encumbrance or lien on, any material asset, tangible or intangible, of ComputerPrep or any ComputerPrep Subsidiary, other than in the ordinary course of business; (ii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by ComputerPrep or any ComputerPrep Subsidiary or any revaluation by ComputerPrep or any ComputerPrep Subsidiary of any of its assets; (iii) any declaration, setting aside aside, or payment of any a dividend on, or other distribution (whether in cash, stock or property) in with respect of, any to the shares of Parent's or any of its subsidiaries' capital stockComputerPrep Common Stock, or any purchasesplit-up or other recapitalization in respect of ComputerPrep Common Stock, redemption or any direct or indirect redemption, purchase or other acquisition by Parent ComputerPrep of any shares of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, ComputerPrep Common Stock; (iv) any granting material contract entered into by Parent ComputerPrep or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each caseComputerPrep Subsidiary, other than in the ordinary course of business consistent with past practiceand as provided to Buyer or disclosed on Schedule 3.21, or any termination (except by its terms) of, or, to the knowledge of the Selling Entities, default under, any material contract to which ComputerPrep or any ComputerPrep Subsidiary is a party or by which it is bound; (v) any material amendment or change or alteration in the policy of Parent relating to the granting Articles of stock options Incorporation or other equity compensation to its employees and consultants other than in Bylaws of ComputerPrep or the ordinary course Articles of business consistent with past practice, Incorporation or Bylaws of any ComputerPrep Subsidiary; (vi) entry any material increase in the compensation or benefits payable or to become payable by Parent ComputerPrep or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard ComputerPrep Subsidiary to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assetstheir respective officers, including writing off notes directors or accounts receivable employees other than in the ordinary course of business; (vii) any issuance, transfer, sale or pledge by ComputerPrep or any ComputerPrep Subsidiary of any equity securities or other securities or of any commitment, option, right or privilege under which ComputerPrep or any ComputerPrep Subsidiary is or may become obligated to issue any equity securities or other securities; (viii) any loan made or agreed to be made by ComputerPrep or any ComputerPrep Subsidiary, nor has ComputerPrep nor any ComputerPrep Subsidiary become liable or agreed to become liable as a guarantor with respect to any loan (other than loans between ComputerPrep and any ComputerPrep Subsidiary or between ComputerPrep Subsidiaries and endorsements in the ordinary course of business); (ix) any waiver or compromise by ComputerPrep or any ComputerPrep Subsidiary of any right or rights or any payment, direct or indirect, of any material debt, liability or other obligation, other than in the ordinary course of business; (x) any sale, assignment, or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, other than in the ordinary course of business; (xi) except for the transactions contemplated by this Agreement, any actual or, to the knowledge of the Selling Entities, threatened termination or loss of (a) any material contract, lease, license or other agreement to which ComputerPrep or any ComputerPrep Subsidiary was or is a party; (b) any material certificate, license or other authorization required for the continued operation by ComputerPrep or any ComputerPrep Subsidiary of any material portion of any of its business; or (c) any customer or other revenue source, which termination or loss could reasonably be expected to result in loss of revenues to ComputerPrep or any ComputerPrep Subsidiary in excess of $25,000 per year, and no Selling Entity has knowledge of any event (other than the transactions contemplated hereby, with respect to which ComputerPrep has not received any written notice from any customer or other revenue source of an intention to terminate any arrangement as a result of the transactions contemplated hereby) which could reasonably be expected to result in any such termination or loss; (xii) any resignation of employment of any key officer or employee of ComputerPrep or any ComputerPrep Subsidiary, or to the knowledge of the Selling Entities, any impending resignation of employment of any such officer or employee; (xiii) any agreement by ComputerPrep or any ComputerPrep Subsidiary to do any of the things described in the preceding clauses (i) through (xii) (other than negotiations with Buyer and its representatives regarding the transactions contemplated by this Agreement); or (xiv) any other event or circumstance that has had or, to the knowledge of the Selling Entities could reasonably be expected to have, a Material Adverse Effect, other than events which affect ComputerPrep's industry in general and which Buyer should be reasonably aware of.

Absence of Certain Changes or Events. Since Except for liabilities incurred in connection with this Agreement and except as disclosed in the Filed Company SEC Documents or as expressly permitted or contemplated by this Agreement, since the date of the Parent Balance Sheet most recent financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any Material Adverse Effect with respect to Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any capital stock of Parent's the Company or any of its subsidiaries' capital stockSubsidiaries, other than any declaration setting aside or payment from a wholly owned Subsidiary of the Company to the Company in the ordinary course of business consistent with past practice, (ii) any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any shares of Parent's capital stock or any other securities of Parent the Company or any of its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any capital stock of Parent's the Company or any of its subsidiaries' 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 their respective capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries Subsidiaries to any current or former director, officer, employee or 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 of any type of compensation or fringe benefits to any Participant not previously receiving or entitled to receive such type of their officers compensation or employeesbenefit, except as required to comply with applicable Legal Provisions with respect to directors, officers, employees or any payment by Parent consultants outside the United States or any (1) in the case of its subsidiaries of any bonus to any of their officers or employeesemployees and consultants who are neither directors nor officers, or any granting by Parent or any of its subsidiaries of any increase for normal increases in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, other than cash compensation in the ordinary course of business consistent with past practicepractice or (2) as was required under any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent financial statements included in the Filed Company SEC Documents, (vB) except as required to comply with applicable Legal Provisions with respect to directors, officers, employees or consultants outside the United States, any material change or alteration in granting by the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Company or any of its subsidiaries Subsidiaries to any Participant of any right to receive any increase in change of control, severance or termination pay, (C) any entry by the Company or any of its Subsidiaries into, or material modification, any amendment or cancellation termination of (1) any employment, deferred compensation, consulting, severance, change of control, termination, retention, indemnification, loan or similar agreement between the Company or any of its Subsidiaries, on the one hand, and any Participant, on the other hand, or (2) any agreement 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 agreements under this clause (C), collectively, “Company Benefit Agreements”), (D) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any licensing bonus, incentive, performance or other agreement with regard to the acquisitioncompensation plan or arrangement, distribution Company Benefit Agreement or licensing Company Benefit Plan (including in respect of any material Intellectual Property other than licensesCompany Stock Options, distribution agreementsCompany Restricted Shares, advertising agreementsCompany Stock-Based Awards, or other similar agreements entered into in the ordinary course of business consistent with past practice“phantom” stock, (vii) any material change by Parent in its accounting methodsstock appreciation rights, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.restricted stock,

Absence of Certain Changes or Events. Since From January 29, 2012 to the date of this Agreement, the Parent Balance Sheet Company and its Subsidiaries have conducted their respective businesses only in the ordinary course and there has not been (i) any Material Adverse Effect with respect to ParentEffect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's Subsidiaries’ capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (iv)(A) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) located at the Company’s headquarters office or who have annual base compensation in excess of $100,000 of any bonus or award opportunity, any loan or any increase in severance any type of compensation or termination pay benefits, except for grants of normal bonus opportunities and normal increases of base cash compensation, in each case, in the ordinary course of business, or (B) any entry payment by Parent the Company or any of its subsidiaries Subsidiaries to any Company Personnel located at the Company’s headquarters office or who have annual base compensation in excess of $100,000 of any bonus or award, other than payments in the ordinary course of business, (v) 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, (vi) any adoption or establishment of or entry by the Company or any of its Subsidiaries into, or material modification or any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any currently effective termination of (or announcement of an intention to amend, modify or terminate), (A) any employment, deferred compensation, change in control, severance, termination termination, employee benefit, loan, indemnification, retention, equity or indemnification agreement equity‑based compensation, consulting, restrictive covenant or similar Contract between the Company or any agreement of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, (B) 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 contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent the Company of the nature contemplated hereby, by this Agreement (alone or in each case, combination with any other than in the ordinary course of business consistent with past practice, event) or (vC) any material change trust or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing insurance Contract or other agreement with regard to the acquisition, distribution separately fund or licensing otherwise secure payment of any material Intellectual Property other than licensescompensation or benefit to be provided to any Company Personnel (all such Contracts under this clause (vi), distribution agreementsincluding, advertising agreementsfor the avoidance of doubt, or other similar agreements any such Contract that is entered into in on or after the ordinary course date of business consistent with past practice17 this Agreement, collectively, “Benefit Agreements”), (vii) any grant or amendment of any award under any Benefit Plan or Benefit Agreement (including the grant or amendment of Stock Options, restricted stock, stock appreciation rights, restricted stock units, performance units, phantom stock, stock repurchase rights or other equity or equity‑based compensation) or the removal or material change by Parent modification of any restrictions in its accounting methodsany such award, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent payment to any Company Personnel of any of its material assetscompensation or benefit not provided for under any Benefit Plan or Benefit Agreement, including writing off notes or accounts receivable other than the payment of base cash and bonus compensation in the ordinary course of business, (ix) the taking of any action to accelerate, or that would reasonably be expected to result in the acceleration of, the time of vesting or payment of any rights, compensation, benefits or funding obligations, (x) any material change in financial or tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (xi) any material tax election or change in any material tax election or any settlement or compromise of any material tax liability, or (xii) any write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to (as defined in Section 8.3(c)) on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, (v) entry by Parent or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property (as defined in each case, Section 2.9) other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in consent with respect to any licensing agreement filed or required to be filed by Parent with the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceSEC, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivii) any material revaluation by Parent of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth in Section 2.5 of the Company Disclosure Letter, since the date of the Parent Company Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to Parenton the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Parent the Company or any of its Subsidiaries of any of Parent's the Company’s capital stock or any other securities of Parent the Company or its subsidiaries Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's the Company’s or any of its subsidiaries' Subsidiaries’ capital stock, ; (iv) any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in compensation or fringe benefits benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to any directors or executive officers of their officers or employeesthe Company), or any payment by Parent the Company or any of its subsidiaries Subsidiaries of any bonus bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to any directors or executive officers of their officers or employeesthe Company), or any granting by Parent the Company or any of its subsidiaries Subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, Subsidiaries into any licensing or other agreement with regard to the acquisition, distribution acquisition or licensing disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or other similar merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment with respect to any Company Material Contract in effect, (vii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent the Company of any of its material assets, including writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice.

Absence of Certain Changes or Events. Since the date of the Parent Company Balance Sheet Sheet, there has not been been: (i) any Material Adverse Effect with respect to Parentthe Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any grant or issuance of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees or service providers following their termination of service pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, (iv) other than in the ordinary course of business consistent with past practice, any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by Parent the Company or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by Parent the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, 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 Parent the Company of the nature contemplated herebyhereby or any acceleration or release of any vesting condition to the right to exercise any option, in each case, warrant or other than in right to purchase or otherwise acquire any shares of the ordinary course Company's capital stock or any acceleration or release of business consistent any right to repurchase shares of the Company's capital stock upon the termination of employment or services with past practicethe Company, (v) any material change or alteration in the policy of Parent the Company relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent the Company or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitiondevelopment services, distribution or licensing of any material Intellectual Property other than licenseslicensing, distribution agreementsdistribution, advertising agreementssales, services or other similar agreements entered into agreement with respect to any material Company Intellectual Property Rights (as defined in Section 2.9) other than in the ordinary course of business consistent with past practicepractices, (vii) any acquisition, sale or transfer of any material asset by the Company or any of its subsidiaries other than in the ordinary course of business consistent with past practices, (viii) any material change by Parent the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiiix) any material revaluation by Parent the Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practices.

Absence of Certain Changes or Events. Since the date Except as set forth in Section 2.9 of the Parent Company Disclosure Letter, since the Interim Balance Sheet Date there has not been been, occurred or arisen: (ia) any event or condition of any character that, to the knowledge of the Company, has had or is reasonably expected to have a Material Adverse Effect with respect to Parent, on the Company; (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent the Company of any of Parentthe Company's capital stock or any other securities of Parent the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, ; (iiic) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiaries' capital stock, ; (ivd) any granting by Parent the Company or any of its subsidiaries of any increase in compensation or fringe benefits to any Employee (except for increases in the ordinary course of their officers or employeesbusiness consistent with past practice in the base salaries of non-officer Employees in an amount that does not exceed for four percent (4%) of such base salaries per employee), of such base salaries per employee), or any payment by Parent the Company or any of its subsidiaries of any bonus (except for bonuses made to current non-officer Employees in the ordinary course of business consistent with past practice or pursuant to any of their officers or employeesbonus plan furnished to Parent), or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent the Company or one of its subsidiaries into any Contract (or amendment of an existing Contract) to grant or provide severance, acceleration of vesting, termination pay or other similar benefits; (e) any change by the Company in its accounting methods, principles or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies), except as required by concurrent changes in GAAP; (f) any revaluation by the Company of any of its subsidiaries intoassets, including writing down the value of capitalized inventory or material modification writing off notes or amendment of, any currently effective employment, severance, termination or indemnification agreement accounts receivable or any agreement the benefits sale of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent assets of the nature contemplated hereby, in each case, Company other than in the ordinary course of business consistent with past practice; (g) the incurring, (v) creation or assumption of any material change Encumbrance, any discharge of any Encumbrance or alteration in material liability which was not shown on the policy of Parent relating to the granting of stock options Interim Balance Sheet or other equity compensation to its employees and consultants other than incurred in the ordinary course of business consistent since the Interim Balance Sheet Date, any material liability or obligation for borrowed money or any material liability or obligation as guaranty or surety with past practicerespect to the obligations of others; and (h) any announcement of, (vi) entry any negotiation by Parent or any agreement by the Company, any of its subsidiaries intosubsidiaries, or material modificationany Employee on behalf of the Company, amendment or cancellation of, to do any licensing or other agreement with regard to of the acquisition, distribution or licensing of any material Intellectual Property things described in the preceding clauses (a) through (h) (other than licenses, distribution agreements, advertising agreements, negotiations or other similar agreements entered into in with Parent and Merger Sub regarding the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of businessTransactions).

Absence of Certain Changes or Events. Since the date Except as disclosed in ------------------------------------ Section 4.1(l) of the Parent Balance Sheet Disclosure Schedule, since May 29, 1996, the Company and its subsidiaries have conducted the Business only in the ordinary course consistent with past practice, and there has not been (i) any event, occurrence or development of a state of circumstances which has had or could reasonably be expected to have a Material Adverse Effect with respect to ParentEffect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in with respect of, to any of Parentthe Company's capital stock or any of its subsidiaries' capital stock, or any purchaserepurchase, redemption or other acquisition by Parent the Company or any of its subsidiaries of any outstanding shares of Parent's capital stock or any other securities of Parent or its subsidiaries the Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementsits subsidiaries, (iii) any adjustment split, combination or reclassification of any of Parent'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 its subsidiaries' capital stock, (iv) (A) any granting by Parent the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or fringe benefits benefits, except for grants to any of their employees who are not officers or employeesdirectors in the ordinary course of business consistent with past practice, or (B) any payment granting by Parent the Company or any of its subsidiaries of any bonus to any of their officers such director, officer or employees, or any granting by Parent or any of its subsidiaries employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), or (C) any entry by Parent the Company or any of its subsidiaries into, or material modification or amendment of, into any currently effective employment, severancedeferred compensation, severance or termination or indemnification agreement or arrangement with or for the benefit of any agreement such current or former director, officer or employee, (v) any damage, destruction or loss, whether or not covered by insurance, that has had or could have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the benefits Company or any of which are contingent its subsidiaries, (vii) any amendment, waiver or the terms modification of which are materially altered upon the occurrence any material term of a transaction involving Parent any outstanding security of the nature contemplated herebyCompany or any of its subsidiaries or any of the Joint Venture Documents (or any material change in the operations or financial arrangements relating to any of the Joint Ventures), in each case(viii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, (ix) any creation or assumption by the Company or any of its subsidiaries of any Lien on any asset other than in the ordinary course of business consistent with past practice, but in no event with respect to assets with a value of, or obligations in an amount of, more than $100,000 for any one transaction or $250,000 in the aggregate, (vx) any material change making of any loan, advance or alteration capital contributions to or investment in the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants any person other than in the ordinary course of business consistent with past practice, (vi) entry by Parent but in no event in the amount of more than $100,000 for any one transaction or any of its subsidiaries into$250,000 in the aggregate, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property and other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into investments in cash equivalents made in the ordinary course of business consistent with past practice, (viixi) any material change by Parent in its accounting methods, principles transaction or practices, except as required by concurrent changes in GAAPcommitment made, or (viii) any material revaluation contract or agreement entered into, by Parent of the Company or any of its subsidiaries relating to its assets or business on behalf of the Company or any of its subsidiaries of more than $100,000 for any transaction or $250,000 for any series of transactions, (xii) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries of more than $100,000 for any transaction or $250,000 for any series of transactions, (xiii) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material assetsto the Company and its subsidiaries taken as a whole, including writing off notes or accounts receivable other than transactions and commitments in the ordinary course of businessbusiness consistent with past practice and those contemplated by the Agreement, or (xiv) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xiii).

Absence of Certain Changes or Events. Since Except as set forth in the Purchaser SEC Reports filed prior to the date of the Parent Balance Sheet this Agreement, and except as contemplated by this Agreement, since December 31, 2006, there has not been been: (i) any Material Adverse Effect with respect to Parenton the Purchaser, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' the Purchaser’s capital stock, or any purchase, redemption or other acquisition by Parent the Purchaser of any of Parent's the Purchaser’s capital stock or any other securities of Parent or its subsidiaries the Purchaser or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' the Purchaser’s capital stock, (iv) any granting by Parent or any of its subsidiaries the Purchaser of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries the Purchaser of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries the Purchaser of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, the Purchaser 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 Parent the Purchaser of the nature contemplated hereby, in each case, (v) entry by the Purchaser into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in consent with respect to any licensing agreement filed or required to be filed by the policy of Parent relating Purchaser with respect to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceany Governmental Entity, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent the Purchaser in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Purchaser, (vii) any issuance of capital stock of the Purchaser, or (viii) any material revaluation by Parent the Purchaser of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Purchaser other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as disclosed in the Parent Disclosure Schedule, since the date of the Parent Balance Sheet there has not been been: (i) any Material Adverse Effect (as defined in Section 10.3)) with respect to the Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Parent's ’s or any of its subsidiaries' ’ capital stock, or any purchase, redemption or other acquisition by the Parent of any of the Parent's ’s capital stock or any other securities of the Parent or its subsidiaries or any grant or issuance of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Parent's ’s or any of its subsidiaries' ’ capital stock, (iv) other than in the ordinary course of business consistent with past practice, any granting by the Parent or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by the Parent or any of its subsidiaries of any bonus to any of their officers or employees, or any granting by the Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by the Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated herebyhereby or any acceleration or release of any vesting condition to the right to exercise any option, in each case, warrant or other than in right to purchase or otherwise acquire any shares of the ordinary course Parent’s capital stock or any acceleration or release of business consistent any right to repurchase shares of the Parent’s capital stock upon the termination of employment or services with past practicethe Parent, (v) any material change or alteration in the policy of the Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by the Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitiondevelopment services, distribution or licensing of any material Intellectual Property other than licenseslicensing, distribution agreementsdistribution, advertising agreementssales, sales services or other similar agreements entered into agreement with respect to any material Parent Intellectual Property Rights (as defined in Section 3.8) other than in the ordinary course of business consistent with past practicepractices, (vii) any warranty claims or claims for refunds by customers of Parent in excess of $35,000, (viii) any acquisition, sale or transfer of any material asset by the Parent or any of its subsidiaries other than in the ordinary course of business, (ix) any material change by the Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiix) any material revaluation by the Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet September 30, 1999, there ------------------------------------ has not been been: (i) any Material Adverse Effect with respect to on Parent, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' Merger Sub's capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent or its subsidiaries Merger Sub or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' Merger Sub's capital stock, (iv) any granting by Parent or any of its subsidiaries of any increase in compensation or fringe benefits benefits, except for normal increases of cash compensation to any non- officer employees in the ordinary course of their officers or employeesbusiness consistent with past practice, or any payment by Parent or any of its subsidiaries of any bonus bonus, except for bonuses made to any non- officer employees in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, 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 Parent of the nature contemplated hereby, in each case, (v) entry by Parent or Merger Sub into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in consent with respect to any licensing agreement filed or required to be filed by Parent with the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceSEC, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiivii) any material revaluation by Parent of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Parent other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Except as set forth in Purchaser SEC Reports filed prior to the date of the Parent Balance Sheet this Agreement, or except as disclosed on Schedule 3.9, and except as contemplated by this Agreement, since September 30, 2006, there has not been been: (i) any Material Adverse Effect with respect to Parenton Purchaser, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of ParentPurchaser's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent Purchaser of any of ParentPurchaser's capital stock or any other securities of Parent or its subsidiaries Purchaser or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementssecurities, (iii) any split, combination or reclassification of any of ParentPurchaser's or any of its subsidiaries' capital stock, (iv) any granting by Parent or any of its subsidiaries Purchaser of any increase in compensation or fringe benefits to any benefits, except for normal increases of their officers or employeescash compensation in the ordinary course of business consistent with past practice, or any payment by Parent or any of its subsidiaries Purchaser of any bonus to any bonus, except for bonuses made in the ordinary course of their officers or employeesbusiness consistent with past practice, or any granting by Parent or any of its subsidiaries Purchaser of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries into, or material modification or amendment of, Purchaser 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 Parent Purchaser of the nature contemplated hereby, in each case, (v) entry by Purchaser into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice, (v) practice or any material change amendment or alteration in the policy of Parent relating consent with respect to the granting of stock options any licensing agreement filed or other equity compensation required to its employees and consultants other than in the ordinary course of business consistent be filed by Purchaser with past practicerespect to any Governmental Entity, (vi) entry by Parent or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisition, distribution or licensing of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into in the ordinary course of business consistent with past practice, (vii) any material change by Parent Purchaser in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, or (vii) any change in the auditors of Purchaser, (viii) any material issuance of capital stock of Purchaser (other than as may be issued to finance the payment of the Purchase Price), or (ix) any revaluation by Parent Purchaser of any of its material assets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Purchaser other than in the ordinary course of business.

Absence of Certain Changes or Events. Since Other than set forth on Section 2.6 of the Company Disclosure Letter, since the date of the Parent Company Balance Sheet there has not been been: (i) any Material Adverse Effect with respect to ParentCompany, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiaries' Company’s capital stock, or any purchase, redemption or other acquisition by Parent Company of any of Parent's Company’s capital stock or any other securities of Parent or its subsidiaries Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiaries' Company’s capital stock, (iv) any granting by Parent or any of its subsidiaries Company of any increase in compensation or fringe benefits to any of their officers directors or employees, or any payment by Parent or any of its subsidiaries Company of any bonus to any of their officers directors or employees, or any making of any loan or providing any advance to their directors or employees, or any granting by Parent or any of its subsidiaries Company of any increase in severance or termination pay or any entry by Parent or any of its subsidiaries Company into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement Contract or any agreement Contract the benefits of which are contingent contingent, or the terms of which are materially altered altered, upon the occurrence of a transaction involving Parent Company of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent Company relating to the granting of stock options or other equity compensation to its directors, employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent or any of its subsidiaries Company into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionuse, distribution acquisition or licensing of any material Intellectual Property Rights (as defined in Section 2.9) other than licenses, distribution agreements, advertising assignment agreements, or other similar agreements Contracts entered into in the ordinary course of business consistent with past practice, (vii) entry by Company into, or material modification, amendment or cancellation of, any material Contract, (viii) any material change by Parent Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viiiix) any material revaluation by Parent Company of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business, in any such case that have resulted or could result in (1) a material breach of any Contract with a customer or other third party, or (2) the payment of any penalties or the issuance of any credits by Company which, in the aggregate, exceed $50,000.

Absence of Certain Changes or Events. Since the date of the Parent Balance Sheet April 1, 2007 there has not been (i) any Material Adverse Effect or any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, has had a Material Adverse Effect. Since April 1, 2007 through the date hereof, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with respect to Parent, past practice and there has not been: (iiA) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent's capital stock or any other securities of Parent equity or its subsidiaries or any optionsvoting interests, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant dividends by a direct or indirect wholly owned Subsidiary of the Company to the terms of their pre-existing stock option or purchase agreementsits parent, (iiiB) any split, combination or reclassification of any of Parentthe Company's or any of its subsidiariesSubsidiaries' capital stockstock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, (iv) any granting by Parent in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries of Subsidiaries, (C)(1) any increase in compensation or fringe benefits to any of their officers or employees, or any payment grant by Parent the Company or any of its subsidiaries of any bonus Subsidiaries to any current or former director, officer, employee, contractor or consultant of their officers or employees, or any granting by Parent the Company or any of its subsidiaries Subsidiaries (collectively, "Company Personnel") of any bonus opportunity, any loan or any increase in severance any type of compensation or termination pay or any entry by Parent or any of its subsidiaries intobenefits, or material modification or amendment of, 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 Parent of the nature contemplated herebyexcept for normal grants and increases, in each case, other than prior to the date of this Agreement in the ordinary course of business consistent with past practice, or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus, except for bonuses paid prior to the date of this Agreement in the ordinary course of business consistent with past practice, (vD) any grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, change in control, retention, termination or similar compensation or benefits or increases therein, (E) any adoption of or entry by the Company or any of its Subsidiaries into, any amendment of or modification to or agreement to amend or modify (or announcement of an intention to amend or modify), or any termination of, (1) any change in control, severance or termination or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, or (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 materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (all such Contracts under this clause (F), including any such Contract which is entered into on or after the date of this Agreement, collectively with (x) any current employment, deferred compensation, employee benefit, loan, indemnification, equity or equity-based or related compensation, consulting or similar Contract between the Company and its Subsidiaries, on the one hand, and any Company Personnel on the other hand, and (y) 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, "Benefit Agreements"), (G) the removal or modification of any restrictions on or terms of any incentive award (including any equity or equity-based or related compensation), (H) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Benefit Plan or Benefit Agreement disclosed on Section 4.01(m) of the Company Letter, (I) any material change in financial or alteration in tax accounting methods, principles or practices by the policy of Parent relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practice, (vi) entry by Parent Company or any of its subsidiaries intoSubsidiaries, except insofar as may have been required by GAAP or applicable Law, (J) any material tax election or change in any material tax election or any settlement or compromise of any material income tax liability, (K) any write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries, or material modification, amendment or cancellation of, (L) any licensing or other agreement with regard to the acquisition, distribution disposition or licensing of any material Intellectual Property or rights thereto, other than licenses, distribution agreements, advertising agreements, or other similar agreements entered into nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice, (vii) any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent of any of its material assets, including writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Since the date of the Parent GeoCities Balance Sheet there has not been been: (i) any Material Adverse Effect (as defined in Section 8.3(c)) with respect to ParentGeoCities and its subsidiaries, taken as a whole, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent's or any of its subsidiariesGeoCities' capital stock, or any purchase, redemption or other acquisition by Parent GeoCities of any of Parent's GeoCities' capital stock or any other securities of Parent or its subsidiaries GeoCities or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Parent's or any of its subsidiariesGeoCities' capital stock, (iv) any granting by Parent GeoCities or any of its subsidiaries of any increase in compensation or fringe benefits to any of their officers officers, directors or employeesmanagers or employees who earn more than $100,000 per year, or any payment by Parent GeoCities or any of its subsidiaries of any bonus to any of their officers officers, directors or employeesmanagers or employees who earn more than $100,000 per year, or any granting by Parent GeoCities or any of its subsidiaries of any increase in severance or termination pay or any entry by Parent GeoCities or any of its subsidiaries into, or material modification or amendment of, 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 Parent GeoCities of the nature contemplated hereby, in each case, other than in the ordinary course of business consistent with past practice, (v) any material change or alteration in the policy of Parent GeoCities relating to the granting of stock options or other equity compensation to its employees and consultants other than in the ordinary course of business consistent with past practiceconsultants, (vi) entry by Parent GeoCities or any of its subsidiaries into, or material modification, amendment or cancellation of, any licensing or other agreement with regard to the acquisitionlicensing, distribution or licensing of any material Intellectual Property other than licensesdistribution, distribution agreementssponsorship, advertising agreementsadvertising, merchant program or other similar agreements entered into agreement or which either is not terminable by GeoCities or its subsidiaries, as the case may be, without penalty upon no more than 45 days' prior notice or provides for payments by or to GeoCities or its subsidiaries in an amount in excess of $50,000 over the ordinary course term of business consistent with past practicethe agreement, (vii) any material change by Parent GeoCities in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Parent GeoCities of any of its material assets, including including, without limitation, writing off notes or accounts receivable other than in the ordinary course of business.