Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)provided in SEC Documents or in SCHEDULE 3.1(z) hereto, since December 31, 2008, 1999 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000$ 500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth disclosed in SEC Documents or on Schedule 2.1(dd2.1(y) hereto, since the date of the financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), since December 31, 2008whichever is most current, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)for the transactions contemplated hereby, since December 31, 20082006, neither the Company nor has not: (a) suffered a Material Adverse Effect; (b) incurred any Subsidiary has:Liability or entered into any other transaction except in the Ordinary Course of Business; (c) suffered any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties that are material to the Company; (d) increased the rate or terms of compensation or benefits payable to or to become payable by it to its key Employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its key Employees, except in each case increases of not more than 5% annually occurring in the Ordinary Course of Business (including normal periodic performance reviews and related compensation and benefits increases); (e) waived any claim or rights of material value other than in the Ordinary Course of Business; (f) sold, leased, licensed or otherwise disposed of any of its material assets, other than in the Ordinary Course of Business; (g) entered into any transaction or Material Contract, or modified or terminated any Material Contract, other than in the Ordinary Course of Business; (h) made any capital expenditure in excess of $50,000.00; (i) issued adopted or amended any stock, bonds or other corporate securities or any rights, options or warrants with respect theretoEmployee Plan; (iij) borrowed made any amount adjustment or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred change in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred price or other change in the ordinary course terms of business during any options, warrants or convertible securities of the comparable portion of its prior fiscal yearCompany (including the Company Options); (iiik) discharged made any material payments for purposes of settling any disputes; (l) split, combined, or satisfied reclassified any lien of its outstanding shares, or encumbrance repurchased, redeemed or otherwise acquired any of shares of capital stock, or declared or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of dividend on its capital stock; (vm) soldchanged the accounting or Tax reporting principles, assigned methods or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of businesspolicies; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xn) entered into into, modified or terminated any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its SubsidiariesRoyalty Agreement; or (xvo) entered into an agreement, written or otherwise, committed pursuant to take a legally binding agreement to do any of the foregoing actionsthings set forth in clauses (a) through (n) above.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.1(dd2.1(y), since December 31February 28, 20082014, neither the Company nor any Subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.1(dd)2.22 attached hereto, since December 31September 30, 20081997, neither there has been no material adverse change in the business, assets, operations, affairs, prospects or financial condition of the Company, and the Company nor any Subsidiary hashas not: (ia) issued entered into any transaction, agreement or commitment other than in the ordinary course of business; (b) entered into or agreed to enter into any transaction, agreement or commitment or suffered the occurrence of any event or events that has interfered or is reasonably likely to interfere with the usual operations of the business or that, singly or in the aggregate, has or is reasonably likely to have a material adverse effect on the Company's business or results of operations; (c) issued, repurchased or redeemed or agreed to issue, purchase or redeem any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto, or paid any dividends on any shares of the Company's capital stock; (iid) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) , as adjusted to reflect the current nature and volume of the Company's business, or discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ive) declared mortgaged or made pledged any payment of its assets, tangible or distribution of cash intangible, or subjected them to any liens, charge or other encumbrance, except liens for current property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stocktaxes not yet due and payable; (vf) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixh) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries50,000; or (xvi) entered into an agreementincurred any material liability, written obligation or commitment, contingent or otherwise, to take including those arising out of any of the foregoing actionsContract, or incurred any material losses in connection with any Contract.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)provided in SEC Documents or in SCHEDULE 3.1(y) hereto, since December 31June 30, 20082000, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20082004, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)3.02(m) or for the transactions contemplated by this Agreement or any Ancillary Agreement, since December 31, 20082002 none of the Company, neither the Company nor TMMPT or any TMMPT Subsidiary has: (i) issued mortgaged, pledged or subjected to any stockLien any of its assets with a fair market value in excess of US$10,000, bonds or other corporate securities or any rights, options or warrants with respect theretoexcept Liens for current property taxes not yet due and payable; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred (including, but not limited to, transfers to any other employees, affiliates or shareholders) any tangible assetsassets with a fair market value in excess of US$10,000, or canceled any debts or claims, in each case, except in the ordinary course of business; (viiii) sold, assigned assigned, licensed or transferred (including, but not limited to, transfers to any patent rightsemployees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsassets; (iv) disclosed, or disclosed to any Person other than the Company and authorized representatives of the Company, any proprietary confidential information to any person except to customers in the ordinary course of businessinformation; (viiv) suffered any substantial losses or waived any rights of material valuevalue or suffered any extraordinary losses or material changes in collection loss experience, whether or not in the ordinary course of businessbusiness or consistent with past practice; (vi) declared or paid any dividends or other distributions or advances or redeemed or purchased, directly or indirectly, any shares of capital stock or any options; (vii) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or suffered the loss of any material amount of prospective businessbonds or debt securities; (viii) made taken any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures other action or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of businessbusiness and in accordance with past custom and practice, or entered into any other material transactiontransaction with any Insider; (ix) made or granted any bonus or any wage, whether salary or not compensation increase to any director, officer, employee who earns more than US$10,000 per year, or consultant or made or granted any increase in the ordinary course any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; (x) made any single capital expenditure or commitment therefor in excess of businessUS$10,000, except as has been approved by a Purchaser or FSC; (xi) made charitable contributions any loans or pledges advances to, or guarantees for the benefit of, any Persons such that the aggregate amount of such loans, advances or guarantees at any time outstanding is in excess of $25,000US$10,000, except for (A) the advance made on January 31, 2003 by TMMPT to Grupo TMM in the amount of US$4,182,000 and (B) the advance made on January 31, 2003 by TMMPT to FSC in the amount of US$4,018,000; (xii) suffered any material damage, destruction made charitable contributions or casualty loss, whether or not covered by insurance;pledges which in the aggregate exceed US$10,000; or (xiii) experienced made any material problems with labor change in accounting principles or management practices from those utilized in connection with the terms and conditions of their employment; (xiv) effected any two or more events preparation of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionsLatest Financial Information.

Absence of Certain Developments. Except as contemplated by or in connection with this Agreement or as permitted by Section 6.2 or set forth on Schedule 2.1(dd)4.10, since December 31the Balance Sheet Date (as used in this Section 4.10, 2008the terms Company and Subsidiary shall, neither with respect to the Asset Sellers, refer only to the Transferred Assets and the Acquired Business): 4.10.1 there has not been any damage, destruction or loss whether or not covered by insurance, with respect to the property and assets of any Company nor or any Subsidiary has:having a replacement cost of more than One Hundred Thousand Dollars ($100,000) for any single loss; (i) issued 4.10.2 there has not been any stockdeclaration, bonds setting aside or payment of any dividend or other corporate securities distribution in respect of any shares of capital stock of any Company or any rightsrepurchase, options redemption or warrants with respect theretoother acquisition by the Sellers or any Company or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, any Company or any Subsidiary; 4.10.3 there has not been any material change by any Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; 4.10.4 no Company or Subsidiary has entered into any transaction or Contract involving the expenditure of more than One Hundred Thousand Dollars (ii$100,000) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred conducted its business other than in the ordinary course of business which are comparable in nature and amount consistent with past practice; 4.10.5 no Company or Subsidiary has made any material loans, advances or capital contributions to, or investments in, or incurred any liabilities or obligations on behalf of, any Person or paid any fees or expenses to the current liabilities incurred Sellers or any Affiliate of Sellers other than in the ordinary course of business during the comparable portion consistent with past practice; 4.10.6 no Company or Subsidiary has mortgaged, pledged or subjected to any Lien any asset, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any of its prior fiscal year; assets for which the aggregate consideration paid or payable in any individual transaction was in excess of One Hundred Thousand Dollars (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent$100,000), other than current liabilities paid in the ordinary course of business; (iv) declared except for assets mortgaged, pledged, subjected to any Lien, acquired or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned assigned, transferred, conveyed, leased or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course otherwise disposed of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicespractice; 4.10.7 no Company or Subsidiary has canceled or compromised any debt or claim with a value, individually or in the aggregate, exceeding One Hundred Thousand Dollars (ix$100,000) or amended, canceled, terminated, relinquished, waived or released any Contract or right involving the expenditure of more One Hundred Thousand Dollars ($100,000); 4.10.8 no Company or Subsidiary has made or committed to make any capital expenditures or commitments therefor that aggregate capital additions or betterments in excess of One Hundred Thousand Dollars ($100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;; and (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the 4.10.9 no Company or its Subsidiaries; or Subsidiary has instituted or settled any Legal Proceeding in which equitable relief was sought or in which claimed damages exceeded One Hundred Thousand Dollars (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions$100,000).

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)SCHEDULE 2.1(z) hereto or in the Commission Documents, since December 31September 30, 20082002, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)SCHEDULE 2.1(z) hereto, since December 31September 30, 20082001, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariescause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwiseotherwise (other than the Transaction Documents), to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082005, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Public Filings or provided on Schedule 2.1(dd)2.1(y) hereto or as otherwise contemplated by this Agreement, since December 31, 2008, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $10,000 or incurred or become subject to any other liabilities in excess of $10,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $10,000 or paid any obligation or liability (absolute or contingent)) in excess of $10,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $5,000 individually or $10,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $10,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $10,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00010,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,0005,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.1(dd2.1(z), since December 31June 30, 20082010, neither the Company nor any Subsidiary subsidiary has: (i) other than the Share Exchange Transaction, issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) other than the Share Exchange Transaction, entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31June 30, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)contemplated by this Agreement and as contemplated by the Commission Documents, since December 31February 28, 20082002, neither through the date immediately preceding each Closing Date, the Company nor any Subsidiary has: has not (ia) issued any stock, options, bonds or other corporate securities or any rightsother than as reflected in Section 6.2 hereof, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become became subject to any liabilities Liabilities (absolute absolute, accrued or contingent) except ), other than current liabilities Liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred Liabilities under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal year; business, (iiic) discharged or satisfied any lien material Lien or encumbrance adverse claim or paid any obligation or liability Liability (absolute absolute, accrued or contingent), other than current liabilities paid Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business; , (ivd) declared or made any payment or distribution of cash or other property to the stockholders with respect to its stock, of the Company or purchased or redeemedredeemed any securities of the Company, (e) mortgaged, pledged or made subjected to any agreements so to purchase material Lien or redeem, adverse claim any shares of its capital stock; properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (vf) sold, assigned or transferred any other tangible of its assets, tangible or canceled any debts or claimsintangible, except in the ordinary course of business; business or in an amount less than $250,000, (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viig) suffered any substantial extraordinary losses or waived any rights of material value, whether or not value other than in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except capital expenditures or commitments therefore other than in the ordinary course of business and consistent with past practices; or in an amount less than $250,000, (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xi) entered into any other transaction other than in the ordinary course of business, business in an amount less than $250,000 or entered into any other material transaction, whether or not in the ordinary course of business; , (xij) made any charitable contributions or pledges in excess of $25,000; pledges, (xiik) suffered any material damagedamages, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced , affecting any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its Subsidiaries; or officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (xvo) entered into an agreement, written any agreement or otherwise, commitment to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd4.08 hereto, since September 11, 2009 (the date of formation of the Parent), since December 31, 2008, neither the Company nor any Subsidiary hasParent has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of Parent’s business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvm) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)for the transactions contemplated hereby, since December 31, 2008, neither 2006 the Company nor has not: (a) suffered a Material Adverse Effect; (b) incurred any Subsidiary has:material Liability or entered into any other transaction except in the Ordinary Course of Business; (c) suffered any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties that are material to the Company; (d) increased the rate or terms of compensation or benefits payable to or to become payable by it to its key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its key employees, except in each case increases consistent with past business practice occurring in the Ordinary Course of Business (including normal periodic performance reviews and related compensation and benefits increases); (e) waived any claim or rights of material value other than in the Ordinary Course of Business; (f) sold, leased, licensed or otherwise disposed of any of its material assets, other than in the Ordinary Course of Business; (g) entered into any transaction or Material Contract other than in the Ordinary Course of Business; (h) made any capital expenditure in excess of One Hundred Thousand and No/100 Dollars ($100,000.00); (i) issued adopted or amended any stock, bonds or other corporate securities or any rights, options or warrants with respect theretoEmployee Plan; (iij) borrowed made any amount adjustment or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred change in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred price or other change in the ordinary course terms of business during any options, warrants or convertible securities of the comparable portion of its prior fiscal yearCompany (including the Company Options, but excluding any adjustments required by contractual terms and reflected in Schedule 5.5(b)); (iiik) discharged made any material payments for purposes of settling any disputes; (l) split, combined, or satisfied reclassified any lien of its outstanding shares, or encumbrance repurchased, redeemed or otherwise acquired any of shares of capital stock, or declared or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of dividend on its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xm) entered into any Contract pursuant to which any other transaction Person is granted exclusive marketing or other than in the ordinary course of businessexclusive rights in, or entered into any other material transactionto, whether or not in Intellectual Property of the ordinary course of businessCompany; (xin) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material other than related to the Company implementation of FIN No. 48, changed the accounting or its SubsidiariesTax reporting principles, methods or policies; or (xvo) entered into an agreement, written or otherwise, committed pursuant to take a legally binding agreement to do any of the foregoing actionsthings set forth in clauses (a) through (n) above.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008may be disclosed in the Disclosure Documents, neither the Company ASI nor any Subsidiary Dongsheng has: (i) a. issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) b. borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of ASI’s or Dongsheng’s business; (iii) c. discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) d. declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) e. sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) f. sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to PCLP or its representatives; (vii) g. suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) h. made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) i. made capital expenditures or commitments therefor that aggregate in excess of $100,00010,000; (x) j. entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) k. made charitable contributions or pledges in excess of $25,00010,000; (xii) l. suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) m. experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) n. effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) o. entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto other than under the Company's stock option plans; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariescause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20082003, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(ddSince the date of the financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), since December 31, 2008whichever is most current, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31November 30, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)------------------------------- -------- 5.6, since December 31, 20081998, neither the Company nor the Subsidiaries has --- suffered any Subsidiary has: change or development in its business, financial condition, or results of operations which has had a Material Adverse Effect. Except as set forth on Schedule 5.6, since December 31, 1998, the Company and the Subsidiaries ------------ have conducted their business in the ordinary and usual course consistent with past practices and have not (ia) issued sold, leased, transferred or otherwise disposed of any stock, bonds or of the assets (other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred than dispositions in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingentconsistent with past practices), other than current liabilities paid (b) terminated or amended in any material respect any material contract or lease to which the ordinary course of business; Company or the Subsidiaries is a party or to which it is bound or to which its properties are subject, (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viic) suffered any substantial losses loss, damage or waived any rights of material valuedestruction, whether or not in the ordinary course of businesscovered by insurance, or suffered the loss of any material amount of prospective business; which have had a Material Adverse Effect, (viiid) made any changes in employee compensation except change in the ordinary course of business and consistent with past practices; accounting methods or practices it follows, whether for general financial or tax purposes, (ixe) made capital expenditures or commitments therefor that aggregate in excess of $100,000; incurred any liabilities (x) entered into any other transaction other than in the ordinary course of business or contractual liabilities) which, individually or in the aggregate, have had a Material Adverse Effect, (f) incurred, created or suffered to exist any Encumbrances (other than non-material Encumbrances) on its assets, (g) increased the compensation payable or to become payable to any of its officers or employees or increased any bonus, severance, accrued vacation, insurance, pension or other employee benefit plan, payment or arrangement made by the Company or any of the Subsidiaries for or with any such officers or employees out of the ordinary course of business, (h) suffered any labor dispute, strike, or other work stoppage, (i) made or obligated itself to make any capital expenditures in excess of $2,500,000 individually or in the aggregate, (j) entered into any contract or other material transactionagreement requiring the Company or a Subsidiary to make payments in excess of $500,000 per annum, whether individually or not in the aggregate, other than in the ordinary course of business; business consistent with past practices, (xik) made charitable contributions or pledges in excess of $25,000; (xii) suffered paid any material damage, destruction or casualty lossdividends, whether in cash or not covered by insurance; property, on account of, or repurchased any of, the Common Stock, or (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvl) entered into an agreement, written or otherwise, any agreement to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)SCHEDULE 2.2(u) hereto, since December 31September 30, 20082005, neither the Company Falcon nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of Falcon's or such Subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on in Schedule 2.1(dd)4.7, since December 31the Unaudited Balance Sheet Date, 2008(i) no Material Adverse Change has occurred in the financial condition of any Company, neither and (ii) no Company has done any of the Company nor any Subsidiary hasfollowing: (ia) issued any stockequity securities, bonds any profits interests, or other corporate any securities exchangeable for or convertible into any equity securities or any rights, options or warrants with respect theretoprofits interests; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivb) declared or made any payment or distribution of cash or other property to stockholders property, or any equity securities or profit interests, with respect to its stock, capital stock or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockstock or made any interest, principal or other payments to ATG or the Seller; (vi) soldbut for the Debt Obligation, assigned borrowed any amounts or transferred (ii) entered into any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or liabilities which are not in the ordinary course of business, or suffered the loss of any material amount of prospective businessconsistent with past practice; (viiid) sold, assigned or transferred any of its assets other than in the ordinary course of business, consistent with past practices; (i) but for the Debt Obligation, compromised any debt or Claim other than in the ordinary course of business consistent with past practices; (ii) waived any rights other than in the ordinary course of business consistent with past practices; (iii) suffered any theft, destruction, damage or casualty loss; (iv) waived, canceled or released any right, Claim or account receivable other than in the ordinary course of business consistent with past practices; and (v) suffered any extraordinary losses; (f) authorized any increase in the compensation of its employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any employee other than in the ordinary course of business, consistent with past practice; (g) made any changes change in employee compensation any method of accounting or accounting practice; (h) accepted any purchase order or quotation, arrangement, or understanding for future sale of the products or services of the Company, other than in the ordinary course of business, consistent with past practice; (i) incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) except in the ordinary course of business and consistent with past practicespractice, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (ixj) written down or written up the value of any inventory, increased inventory levels in excess of historical levels for comparable periods or written off as uncollectible any notes or accounts receivable, except, in each case, in the ordinary course of business consistent with past practice; (k) made any single capital expenditure or commitment in excess of $50,000 for additions to property, plant, equipment or intangible capital assets or made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000 in the aggregate for additions to property, plant, equipment or intangible capital assets; (xl) entered into made any other transaction other than material change in the ordinary course of business, manner in which products or entered into services have been performed or marketed or any other material transactionchange to the Business conducted by ATG, whether the Seller or not in the ordinary course of businessany Company; (xim) made charitable contributions had any labor dispute or pledges in excess received notice of $25,000any grievance; (xiin) suffered any material damageadverse change in its financial condition, destruction assets, liabilities (absolute, accrued, contingent or casualty lossotherwise), whether reserves, business or not covered by insuranceoperations; (xiiip) experienced made or authorized any material problems with labor change in any of its charter or management in connection with the terms and conditions of their employmentorganizational documents; (xivq) effected granted any two license or more events sublicense of the foregoing kind which in the aggregate would be material to the Company any rights under, or its Subsidiarieswith respect to, any Intellectual Property Right; (r) received any resignation of any management level key employee, or threat thereof; or (xvo) entered into an agreementagreed, written whether in writing or otherwise, to take any of the foregoing actionsaction described in this Section 4.7.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December March 31, 20082004, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)contemplated by this Agreement and the Commission Documents, since December 31June 30, 20082001, neither through the date immediately preceding each Closing Date, the Company nor any Subsidiary has: has not (ia) issued any stock, options, bonds or other corporate securities or any rightsother than as reflected in Section 6.2 hereof, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become became subject to any liabilities Liabilities (absolute absolute, accrued or contingent) except ), other than current liabilities Liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred Liabilities under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal year; business, (iiic) discharged or satisfied any lien material Lien or encumbrance adverse claim or paid any obligation or liability Liability (absolute absolute, accrued or contingent), other than current liabilities paid Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business; , (ivd) declared or made any payment or distribution of cash or other property to the stockholders with respect to its stock, of the Company or purchased or redeemedredeemed any securities of the Company, (e) mortgaged, pledged or made subjected to any agreements so to purchase material Lien or redeem, adverse claim any shares of its capital stock; properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (vf) sold, assigned or transferred any other tangible of its assets, tangible or canceled any debts or claimsintangible, except in the ordinary course of business; business or in an amount less than $250,000, (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viig) suffered any substantial extraordinary losses or waived any rights of material value, whether or not value other than in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except capital expenditures or commitments therefor other than in the ordinary course of business and consistent with past practices; or in an amount less than $250,000, (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xi) entered into any other transaction other than in the ordinary course of business, business in an amount less than $250,000 or entered into any other material transaction, whether or not in the ordinary course of business; , (xij) made any charitable contributions or pledges in excess of $25,000; pledges, (xiik) suffered any material damagedamages, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced , affecting any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its Subsidiaries; or officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (xvo) subject to the planned restatement of certain quarterly reports in fiscal year 2001 as disclosed by the Company in the press release announcing its fiscal year 2001 results, effected any material change in the accounting principles or practice of the Company except as required by reason of a change in GAAP or (p) entered into an agreement, written any agreement or otherwise, commitment to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto or in the Form 10-KSB, Form 10-QSB or Form SB-2, since December 31September 30, 20082004, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)2.1(z) hereto, since December 31, 2008the Audited Financial Statements Date, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on in Section 2.7 of the Disclosure Schedule 2.1(dd(arranged in subsections corresponding to the subsections set forth below), since December 31the Balance Sheet Date, 2008the Sellers have conducted the Business in the Ordinary Course of Business, neither there has not been any Material Adverse Change, and the Company nor any Subsidiary hasSellers have not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretofailed to maintain the Assets in substantially the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viib) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance, with respect to the Assets of more than $25,000 for any single loss or $50,000 in the aggregate for any related losses; (xiiic) experienced made any material problems with labor change in the rate, timing, vesting, or management funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in connection with respect of any manager, officer or Employee, other than increases in the terms and conditions Ordinary Course of their employmentBusiness in the base wages or salaries of Employees other than officers or managers; (xivd) effected made any two change in accounting or more events Tax principles or methods, entered into a settlement of any Tax controversy, or filed any amendment of any Tax Return; (e) except for the transactions contemplated by this Agreement and the other Transaction Documents, entered into or amended any Business Contract; (f) acquired any assets or sold, assigned, transferred, conveyed, leased, or otherwise disposed of any assets, except for: (i) any obsolete or worn out property, (ii) assets or property having a value not exceeding $25,000; or (iii) Inventory acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (g) canceled, written off, or compromised any debt or claim except for discounts in the Ordinary Course of Business; (h) entered into, amended, renewed, terminated, or permitted to lapse any Contract or transaction with any of their Affiliates, or paid to or received from any of their Affiliates any amount; (i) made or committed to make any capital expenditures or capital additions or improvements: (i) in excess of $25,000 individually or $50,000 in the aggregate; or (ii) outside the Ordinary Course of Business; (j) entered into any prepaid transactions or otherwise accelerated revenue recognition or the sales for periods prior to the First Closing; (k) materially changed their policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the foregoing kind payment or collection thereof) or materially failed to maintain the level and quality of its Inventory; (l) amended any of their Governing Documents, failed to maintain their existence as limited liability companies or failed to qualify or maintain their qualifications in any jurisdictions in which the Sellers are required to be qualified to conduct the Business as a foreign entity; (m) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, filed a petition in bankruptcy under any provisions of foreign, federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against them under any similar Law; (n) incurred or guaranteed any Liabilities other than in the aggregate would be Ordinary Course of Business or any Lien (other than a Permitted Lien); (o) written up or down (or failed to write up or down) the value of any Assets, except in the Ordinary Course of Business in accordance with the Accounting Principles; (p) introduced any material change with respect to the Company Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory that it maintains or its Subsidiariesmarketing techniques; or (xvq) entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.7 (or disclosed an agreement, written or otherwise, intent to take any of the foregoing actionsdo so).

Absence of Certain Developments. Except as disclosed in the SEC Documents or in Schedule 2.7, since June 30, 1998, there has not been any Material Adverse Effect with respect to the Company and its Subsidiaries, other than any Material Adverse Effect arising out of or resulting from economic conditions affecting the economy as a whole and conditions from capital markets generally. Except as disclosed in the SEC Documents or in Schedule 2.7, since June 30, 1998, the Company has conducted its business in the ordinary and usual course consistent with past practices. Except as set forth on in the SEC Documents or in Schedule 2.1(dd)2.7 or as expressly contemplated by this Agreement, since December 31June 30, 20081998, neither the Company nor any Subsidiary has(including its Subsidiaries) has not: (ia) issued incurred, assumed, guaranteed or discharged any stockdebt, bonds claim, commitment, obligation or other corporate securities liability, absolute, accrued, contingent or otherwise, whether due or to become due, or any rights, options or warrants with respect thereto; indebtedness (ii) borrowed including any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingentDebt), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of businessbusiness consistent (in amount and kind) with past practice; (vib) mortgaged, pledged or subjected to any other Encumbrance, any property, business or assets, tangible or intangible (other than Permitted Encumbrances); (c) sold, assigned transferred, leased to others or transferred otherwise disposed of any patent rightsassets, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers for Inventories of the Company sold in the ordinary course of business consistent (in amount and kind) with past practice, or canceled or compromised any debt, claim, commitment, liability or obligation, or waived or released any right of substantial value; (d) received any notice of termination of any material Contract; (e) suffered any damage, destruction or loss (whether or not covered by insurance), in any case or in the aggregate, in excess of $50,000; (f) transferred or granted any rights under, or entered into any settlement regarding the breach, misappropriation, infringement or violation of, any Intellectual Property, or modified any existing rights with respect thereto; (g) made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of (i) any employee of the Company whose annual compensation exceeds $40,000, or (ii) any distributor or agent of the Company; (h) made any change in the accounting or auditing methods, practices or principles of the Company; (i) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in its relations with its employees, distributors, agents, customers or suppliers; (j) entered into any transaction, contract, arrangement, order, license, lease, permit, instrument, agreement or commitment other than in the ordinary course of business consistent (in amount and kind) with past practice, or paid or agreed to pay any legal, accounting, brokerage, finder's fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby; (k) made any grant of credit to any customer or distributor other than in the ordinary course of business consistent with past practice; (l) amended its certificate of incorporation (other than the Certificate of Amendment) or by-laws, or merged with or into or consolidated with any other Person, or subdivided, combined or in any way reclassified any shares of its capital stock, or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (viim) suffered made any substantial losses declaration of, or waived set aside or paid, any rights dividend or other distribution (whether in cash, stock or other property) with respect to the capital stock of material valuethe Company, whether or issued, pledged or sold any shares of capital stock of the Company, or any other Convertible Securities (or entered into any agreement, arrangement or other understanding to do the same) or directly or indirectly purchased, redeemed, retired or otherwise acquired any shares of capital stock of the Company or other Convertible Securities (or entered into any agreement, arrangement or other understanding to do the same); (n) made, given or granted any bid or proposal, or any customer option relating to any Contract, (i) involving an amount in excess of $50,000 (or amended, supplemented or terminated any existing bid or proposal, or any existing customer option relating to any Contract, involving an amount in excess of $50,000), (ii) involving a loss to the Company, or (iii) not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariespractice; or (xvo) entered into an agreement, written taken any action or otherwise, omitted to take any action that has resulted or could reasonably be expected to result in the occurrence of any of the foregoing actionsforegoing.

Absence of Certain Developments. (i) Except as set forth on in Schedule 2.1(dd)2.22 attached hereto, since December 31, 20082012, neither the no Group Company nor any Subsidiary has: (ia) issued redeemed or repurchased, directly or indirectly, any stockshares of capital stock (or other equity securities); (b) issued, sold or transferred any notes, bonds or other corporate debt securities or any rightsshares, equity securities, securities convertible, exchangeable or exercisable into shares, equity securities, or warrants, options or warrants with respect theretoother rights to acquire shares and/or equity securities, of any Group Company; (iic) borrowed any amount or incurred or become subject to any liabilities (absolute Indebtedness or contingent) other Liabilities, except current trade payables and accrued liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared mortgaged, pledged or made subjected to any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made Lien any agreements so to purchase or redeem, any shares portion of its capital stockproperties or assets (including shares in any of the Company Subsidiaries); (ve) sold, assigned leased, licensed (as licensor), assigned, disposed of or transferred (including transfers to a Group Company or any other employees or Affiliates of a Group Company) any of its assets (whether tangible assets, or canceled any debts or claimsintangible), except for sales of inventory in the ordinary course of businessbusiness and sales of other assets not in excess of 325,000 SEK in the aggregate and other than licenses granted to customers in the ordinary course of business pursuant to Contracts containing terms and conditions substantially similar to the terms and conditions of each Group Company’s standard customer agreement, copies of which have been previously provided to the Buyer; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except Person that is not subject to customers in the ordinary course of businessany confidentiality agreement; (viig) suffered any substantial extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made suffered any changes theft, damage, destruction or casualty loss in employee compensation except in the ordinary course excess of business and consistent with past practices650,000 SEK to its assets, whether or not covered by insurance; (ixi) made capital expenditures entered into, amended, accelerated or commitments therefor that aggregate in excess of $100,000; (x) terminated any Contract, taken any other action or entered into any other transaction other involving more than in 325,000 SEK or otherwise outside the ordinary course of business, or entered into any transaction with any Insider; (j) (i) made or granted any bonus or increase in the compensation or benefits of any employee or officer of any Group Company (other material transactionthan in the ordinary course of business, whether and not in contemplation of this transaction or not other similar transactions) or (ii) entered into, amended, modified or terminated any Employee Benefit Plan; (k) conducted its billing and collection of receivables and inventory purchases other than in the ordinary course of business; (xil) made charitable contributions any capital expenditures or pledges commitments therefore (other than in the ordinary course of business and in amounts sufficient to support ongoing business operations); (m) delayed or postponed the repair and maintenance of its properties or the payment of accounts payable, accrued liabilities and other obligations and Liabilities; (n) made loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $25,000325,000 SEK in the aggregate; (xiio) suffered instituted or settled any material damage, destruction claim or casualty loss, whether lawsuit involving equitable or not covered injunctive relief or the payment by insuranceor on behalf of a Group Company of more than 325,000 SEK in the aggregate; (xiiip) experienced granted any material problems with labor or management performance guarantees to its customers other than in connection the ordinary course of business and consistent with the terms policies and conditions of their employmentpractices disclosed to Buyer; (xivq) effected instituted or permitted any two or more events of the foregoing kind which change in the aggregate would be material conduct of its business, or any change in its method of purchase, sale, lease, management, marketing, promotion or operation; (r) except as set forth in the Audited Accounts, declared, set aside or paid any dividend or made any similar distribution, redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock (or other equity securities), or made any loan or entered into any transaction with or distributed any assets or property to any of its officers, directors, shareholders, Affiliates or other Insiders, except for compensation paid to Insiders in the Company ordinary course of business; (s) acquired any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its Subsidiariesassets, shares or stock; or (xvt) entered into an agreement, written or otherwise, committed to take do any of the foregoing actionsforegoing. (ii) Except as set forth in Schedule 2.22 attached hereto, since the date of the Latest Balance Sheet, there has not been any material adverse change in the business, financial condition, operating results, assets, Liabilities customers or operations or business prospects of any Group Company, including the Company.

Absence of Certain Developments. (i) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.1(dd)the attached Developments Schedule, since December 31the date of the Latest Balance Sheet, 2008, neither the Company nor any Subsidiary no Security Party or its Subsidiaries has: (ia) issued any stocknotes, bonds or other corporate debt securities or any rightscapital stock or other equity securities or any securities convertible, options exchangeable or warrants with respect theretoexercisable into any capital stock or other equity securities; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iiic) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock, capital stock or other equity securities or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockstock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (ve) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other of its tangible assets, or canceled any debts or claims, except in the ordinary course of business, or canceled any debts or claims; (vig) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets Intellectual Property Rights or other intangible assets or intellectual property rightsassets, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessPerson; (viih) suffered any substantial extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective businessconsistent with past practice; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures Capital Expenditures or commitments therefor that aggregate in excess of $100,000200,000; (xj) entered into made any other transaction other than in loans or advances to, guarantees for the ordinary course of businessbenefit of, or entered into any other material transactionInvestments in, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges any Persons in excess of $25,00050,000 in the aggregate; (xiik) suffered any material damage, destruction or casualty lossloss exceeding in the aggregate $100,000, whether or not covered by insurance; (xiiil) experienced made any material problems with labor Investment in or management in connection with the terms and conditions of their employment; (xiv) effected taken steps to incorporate any two or more events of the foregoing kind which in the aggregate would be material to the Company or its SubsidiariesSubsidiary; or (xvm) entered into an agreement, written or otherwise, agreed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since Since December 31, 20082004, other than as disclosed in the SEC Reports, neither the Company Issuer nor any Significant Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Issuer’s or such Significant Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Investor or its representatives; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company Issuer or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)the Select SEC Documents and Section 3(y) of the Disclosure Schedule, since December 31, 20082005, neither the Company nor any Subsidiary subsidiary has: (i) 1. issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) 2. borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) 3. discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) 4. declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) 5. sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) 6. sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) 7. suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) 8. made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) 9. made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) 10. entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) 11. made charitable contributions or pledges in excess of $25,000; (xii) 12. suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) 13. experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) 14. effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) 15. entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(v) hereto, since December 31, 20082006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants Warrant with respect thereto;; 9 (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or 10 (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)5.9 and for events the economic impact of which is clearly reflected in the Financial Statements, since December 31, 20082015, neither the Company nor any Subsidiary no Seller has: (ia) issued sold, leased, licensed, assigned, or transferred any stock, bonds of its tangible or other corporate securities or any rights, options or warrants with respect thereto; intangible assets (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred for sales of Inventory in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred unaffiliated third Persons on an arm's length basis) or canceled any debts or claims owing to or held by it (other than in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness); (iiib) discharged or satisfied acquired any lien or encumbrance or paid of the Assets from any obligation or liability (absolute or contingent)other Person, other than current liabilities paid Inventory and supplies acquired in the ordinary course of business; (ivc) declared or made any payment or distribution of cash or other property to stockholders with respect to its stockentered into, amended, or purchased or redeemedterminated any Contract, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except than in the ordinary course of business and consistent with past practicesother than any Transaction Document; (ixd) made any capital expenditures or commitments therefor that aggregate in excess of $100,00050,000 in the aggregate; (xe) entered into suffered any other transaction damage, destruction, or casualty loss with respect to the Business or any of the Assets exceeding $50,000 in the aggregate, whether or not covered by insurance; (f) failed to pay all of its Liabilities as they became due; (g) incurred any Indebtedness or subjected any assets to any Encumbrance other than a Permitted Encumbrance; (h) breached any Contract in any material respect; (i) paid, granted, or promised any bonus or any wage or salary increase to any employee or group of employees, made or granted any increase in any Benefit Plan, amended or terminated any existing Benefit Plan, or adopted any new Benefit Plan; (j) made any change in any method of accounting or accounting policies or made any write-down in the ordinary course value of business, its Inventory; (k) suffered any extraordinary loss or entered into waived any other material transactionrights of value in an aggregate amount in excess of $50,000, whether or not in the ordinary course of business; (xil) made charitable contributions entered into any Contract or pledges arrangement prohibiting or restricting it from freely engaging in excess any business or otherwise restricting the conduct of $25,000its business; (xiim) suffered made any material damageloans or advances to, destruction or casualty lossguarantees for the benefit of, whether or not covered by insuranceany Persons; (xiiin) experienced acquired any material problems with labor other business or management Person (or any significant portion or division of any such business), whether by merger, consolidation, or reorganization or by purchase of its assets or stock or made any Investment in connection with the terms and conditions of their employmentany Person; (xivo) effected instituted or settled any two Action; (p) made any payments for political contributions or more events made any bribes, kickback payments, or other illegal payments; (q) lost the services of any employee or sustained a termination of its relationship with any material customer, material supplier, or other Person with which it conducts a material amount of business; (r) incurred any intercompany charges with respect to the Business or conducted its cash management customs and practices with respect to the Business other than in the ordinary course of the foregoing kind which in Business consistent with past practice (including with respect to maintenance of working capital balances, collection of Accounts Receivable, and payment of accounts payable); (s) entered into any other material transaction or materially changed any business practice or taken any action outside of the aggregate would be material to the Company or its Subsidiariesordinary and usual course of business; or (xvt) entered into an agreement, written committed or otherwise, agreed to take any of the foregoing actionsforegoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.1(dd)3.8, since December 31, 20082001, neither the Company nor any Subsidiary hashas not: (i) issued any stocknotes, bonds or other corporate debt securities or any rightscapital stock or other equity securities or any securities convertible, options exchangeable or warrants with respect theretoexercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock, capital stock or other equity securities or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockstock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (v) sold, assigned mortgaged or transferred pledged any other tangible assets, of its properties or canceled assets or subjected them to any debts or claimsLien, except in the ordinary course of businessLiens for current property taxes not yet due and payable; (vi) sold, assigned or transferred any patent rightsof its tangible assets, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business, or canceled any debts or claims; (vii) sold, assigned or transferred any Intellectual Property Rights or other intangible assets; (viii) suffered any substantial extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicespractice; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000150,000; (x) entered into made any other transaction other than loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $50,000 in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessaggregate; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty lossloss exceeding in the aggregate $50,000, whether or not covered by insurance; (xii) failed to pay or satisfy when due any liabilities, except where the failure would not have a Material Adverse Effect; (xiii) experienced changed its accounting methods, principles or practices or increased or changed any material problems with labor assumption underlying or management in connection with the terms and conditions methods of their employmentcalculating any doubtful account contingency or other reserves; (xiv) effected reevaluated any two of its assets, including without limitation, writing down the value of inventory or more events of the foregoing kind which writing off notes or accounts receivable other than in the aggregate would be material to the Company or its Subsidiaries; orordinary course of business; (xv) entered into an agreement, written incurred any liabilities other than in the ordinary course of business (xvi) made any Investment in or otherwise, taken steps to take incorporate any Subsidiary; or agreed to do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)disclosed in Section 3.16 of the Cortelco Disclosure Schedule, since December 31the date of its most recent Cortelco Financial Statement, 2008, neither the Company nor any Subsidiary hasCortelco has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in conducted its business outside the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearconsistent with past practice; (iiib) discharged made or satisfied suffered any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid material change in the ordinary course nature or conduct of its business, regardless of whether such change has had or could reasonably be expected to have a Material Adverse Effect; (ivc) declared or made received notice that any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stocksuppliers or customers intends to alter the amount of business conducted with Cortelco or to cease conducting business with Cortelco altogether, which alteration or cessation of business would have a Material Adverse Effect; (vd) soldentered into, assigned or transferred any other tangible assetsamended, or canceled terminated any debts Cortelco Contract; (e) (i) made or claimsincurred any capital expenditure, except in the ordinary course of businessbusiness consistent with past practice, or (ii) made or incurred any capital expenditure in excess of Fifty Thousand Dollars and 00/100 ($50,000) in the aggregate; (vif) sold, assigned assigned, licensed, exchanged, leased, transferred or transferred otherwise disposed of any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible of its assets or intellectual property rightsproperties, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicespractice; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiig) suffered any material damage to or destruction or loss of any of its assets or properties, regardless of whether such damage, destruction destruction, or casualty loss, whether or not loss was covered by insurance; (xiiih) purchased, leased, or otherwise acquired any assets or properties, except in the ordinary course of business consistent with past practice; (i) incurred any Liability to any Person, except in the ordinary course of business consistent with past practice, or (ii) incurred any Liability to any Person involving actual or potential aggregate future payments by Cortelco in excess of Fifty Thousand Dollars and 00/100 ($50,000); (j) borrowed any money or issued any bonds, debentures, notes, or other instruments evidencing borrowed money; (k) paid, discharged, or satisfied any of its Liabilities, except in the ordinary course of business consistent with past practice; (l) failed to pay, discharge, or satisfy any of its Liabilities when due, except for such Liabilities that it believes in good faith are not owed and do not exceed, individually or in the aggregate, Ten Thousand Dollars and 00/100 ($10,000); (m) made any loan or advance of money to any Person; (n) compromised, canceled, waived, or released any claim or right of Cortelco or any Liability of any other Person; (o) subjected any of its assets or properties, or permitted any of its assets or properties to be subjected to, any Encumbrance except for Permitted Liens; (p) increased by more than five percent (5%) the total annual cash compensation payable to any employee; (q) (i) adopted, established, amended, or terminated any Employee Benefit Plan, or (ii) paid any amount or provided any benefit under any Employee Benefit Plan, except in the ordinary course of business consistent with past practice; (r) (i) experienced any material problems with labor organizational effort, strike, organized work stoppage or management interruption, or organized work slowdown, (ii) received any written claim or grievance, unfair labor practice charge or complaint, charge of discrimination, or occupational health and safety citation or complaint involving any present or former employee or other personnel retained by Cortelco, or (iii) experienced any change in connection with the terms and conditions of their employmentits employee relations that has had or could reasonably be expected to have a Material Adverse Effect; (xivs) (i) amended its certificate of incorporation or bylaws, or (ii) rescinded or modified any resolutions adopted by its board of directors or stockholders; (i) changed its authorized capital stock, (ii) effected any two stock split, reverse stock split, or more events other recapitalization affecting its capital stock, (iii) issued or sold any of its capital stock, options, warrants, calls, or other rights to purchase capital stock, any securities convertible into or exchangeable for capital stock, or other securities, or (iv) purchased, redeemed, retired, or otherwise acquired any of its capital stock or other securities; (u) declared, paid, or set aside for payment any dividends, distributions, or payments on its capital stock; (i) changed any of its accounting methods, principles, assumptions, or practices, or (ii) written up, down, or off the foregoing kind which in the aggregate would be material value of any of its assets; (i) failed to the Company pay when due any premium with respect to any insurance policy covering Cortelco or its Subsidiariesbusiness, assets, properties, directors, officers, or employees, or (ii) canceled or failed to renew any such insurance policy; or (xvx) entered into an agreed, committed, or otherwise arranged to take or suffer the taking of any action described in this Section 3.16, regardless of whether such agreement, commitment, or other arrangement is oral, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed in the Commission Documents or on Schedule 2.1(dd)2.1(aa) hereto, since December 31September 30, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except for the transactions contemplated by this Agreement or as otherwise set forth on SCHEDULE 3.13 hereto, since the Balance Sheet Date, (i) there has not been any development or combination of developments affecting the Company or the Subsidiaries of which the Shareholder, the Company or the Subsidiaries have Knowledge that has had, or is likely to have, a Material Adverse Effect, and (ii) the Company and the Subsidiaries have conducted the Business in the Ordinary Course of Business and have not: (a) declared, set aside or paid a dividend or made any other distribution with respect to any class of capital stock of the Company or the Subsidiaries; (b) changed accounting methods or practices (including, without limitation, any change in depreciation, amortization or cost accounting policies or rates); (c) except as set forth on Schedule 2.1(dd)in SCHEDULE 3.37, since December 31entered into any employment contract or collective bargaining agreement, 2008written or oral, neither or modified the Company nor terms of any Subsidiary has:existing employment contract or agreement or adopted, amended, modified or terminated any Benefit Plan; (id) made any change or amendment in its articles of incorporation or bylaws; (e) issued or sold any stocksecurities; acquired, bonds directly or other corporate securities indirectly, by redemption or otherwise, any rightssecurities; or granted or entered into any options, options warrants, calls or warrants commitments of any kind with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiif) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;capital expenditure exceeding One Hundred Thousand Dollars ($100,000); and/or (ixg) made capital expenditures incurred any obligations for borrowed money or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction purchase money debt other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material that incurred pursuant to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any Debt Instruments described and set forth in SCHEDULE 3.29 of the foregoing actionsthis Agreement.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)would not have a Material Adverse Effect, since December 31the date of the financial statement contained in the most recently filed Form 10-Q or Form 10-K, 2008whichever is most current, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto (other than pursuant to equity incentive plans or arrangements adopted by the Company); (ii) borrowed any material amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiivi) made any material changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixvii) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (xviii) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiiix) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiix) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxi) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)Since the Balance Sheet Date, since December 31Seller has not, 2008in each case, neither with respect to the Company nor any Subsidiary hasBusiness: (a) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of the Assets except (i) issued any stockliens for current property taxes not yet due and payable, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities liens imposed by law and incurred in the ordinary course of business which are comparable for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, or (iii) liens in nature and amount to the current liabilities incurred in the ordinary course respect of business during the comparable portion of its prior fiscal yearpledges or deposits under workers' compensation laws; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (vb) sold, assigned or transferred (including, without limitation, transfers to any other employees, affiliates or shareholders) any tangible assets, assets of the Business or canceled any debts or claims, in each case, except in the ordinary course of business; (vic) sold, assigned or transferred (including, without limitation, transfers to any patent rightsemployees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets used in or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers held for use in the ordinary course of businessBusiness; (viid) suffered any substantial losses or waived any rights of material valuevalue or suffered any extraordinary losses or adverse changes in collection loss experience, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective businessconsistent with past practice; (viiie) made taken any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures other action or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of businessbusiness and in accordance with past custom and practice, or entered into any transaction with any "insider" (as defined in Section 4.21 hereof) other material transaction, whether or not in the ordinary course of businessthan transactions contemplated by this Agreement; (xi) made charitable contributions or pledges in excess of $25,000; (xiif) suffered any material theft, damage, destruction or casualty lossloss of or to any property or properties owned or used by it in connection with the Business, whether or not covered by insurance; (xiiig) experienced made or granted any material problems with labor bonus or management in connection with the terms and conditions of their employment; (xiv) effected any two wage, salary or more events compensation increase to any employee or consultant of the foregoing kind which Business, or made or granted any increase in the aggregate would be material any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.labor organization;

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)6.13 attached hereto or on any other Schedule to the Agreement, since December 31, 2008, neither 1996 the Company nor any Subsidiary hasSeller has not: (i) issued entered into any stockcontract, bonds commitment or other corporate securities agreement under which the Seller has outstanding indebtedness, obligation or any rightsliability for borrowed money or deferred purchase price of property in excess of $10,000 or has the right or obligation to incur such indebtedness, options obligation or warrants with respect theretoliability; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iviii) declared mortgaged or made pledged any payment of its assets, tangible or distribution of cash or other property to stockholders with respect to its stockintangible, or purchased or redeemedsubjected them to any lien, or made any agreements so to purchase or redeem, any shares of its capital stockexcept liens for current property taxes not yet due and payable; (viv) sold, leased, subleased, assigned or transferred any other of its tangible or intangible assets, or canceled any debts or claims, except in the ordinary course of business, or canceled any debts or claims; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viiv) suffered any substantial losses on the sale or disposition of individual items of non-inventory property or waived any rights of material valuevalue (other than in connection with the cancellation of sales orders), whether or not in the ordinary course of business, or suffered the loss received notice of cancellation of any material amount firm order in excess of prospective business$5,000; (viiivi) made any changes in employee compensation compensation, vacation policies or fringe benefit plans, except in the ordinary course of business and consistent with past practicespractices and not in excess of 5% of any employee's compensation level during its most recently completed fiscal year; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xvii) entered into any other transaction other than in the ordinary course of business, or entered into any other material single transaction, whether or not in the ordinary course of business which involves payments by or to the Seller in excess of $50,000 with respect to the purchase of raw materials, $50,000 with respect to the sale of inventory, and $50,000 with respect to other transactions: (viii) suffered damage, destruction or other casualty loss, or forfeiture of, any property or assets having a value in excess of $10,000, whether or not covered by insurance or which has had or may reasonably be expected to have a material adverse effect on its business, financial condition or prospects; (ix) made any capital expenditures, additions or improvements or commitments for the same, except those made in the ordinary course of business which in the aggregate do not exceed $20,000; (x) made any voluntary prepayments of indebtedness or lease obligations; (xi) made charitable contributions any change in accounting procedures or pledges in excess of $25,000practices; (xii) suffered authorized or effected any material damagedeclaration, destruction setting aside or casualty losspayment of any dividends or other distribution (whether in cash, whether stock or not covered by insuranceproperty) with respect to any of Seller's capital stock; (xiii) experienced authorized or effected any material problems with labor split, combination or management reclassification of any of its capital stock or any issuance of any other securities in connection with the terms and conditions respect of, in lieu of their employment;or in substitution for shares of its capital stock; or (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written any agreement or otherwise, understanding to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)2.1(z) hereto, since December March 31, 20082001, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.1(dd2.1(z), since December 31, 20082006, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31June 30, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; ; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31September 30, 20082006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.1(dd)3.1(y) hereto, since December 31June 30, 20082000, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to participants in clinical trials, customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business, other than the transactions contemplated by the Transaction Documents; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)3.22 hereto, since December 31September 30, 20082009, neither the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders any Stockholder with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rightsCompany Proprietary Rights, trademarkswhich sale, trade names, copyrights, trade secrets assignment or other intangible assets or intellectual property rightstransfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Parent or its representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;; and/or (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two , or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in SEC Documents or on Schedule 2.1(dd)SCHEDULE 3.1(Y) hereto, since December 31the date of the financial statements contained in the Company's most recently filed Form 10-Q or Form 10-K, 2008whichever is most current, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth in the Recent 34 Act Filings or on Schedule 2.1(dd)2.1(c) hereto, since December 31September 30, 20082009, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any material amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any material payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other material tangible assets, or canceled any material debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any material patent rights, trademarks, trade names, copyrights, trade secrets or other material intangible assets or intellectual property rights, or disclosed any material proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other material transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its the Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008Since the date of the Financial Statement relating to it, neither the Company nor any Subsidiary Target has: (i) issued any stock, bonds bonds, interest units or other corporate securities or any rights, options or warrants with respect thereto, except for shares of the Company described herein as being issued and outstanding; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the its respective business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of its business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of its business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000 in the aggregate; (x) except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000 in the aggregate; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its SubsidiariesTarget; or (xv) except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082002, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd2.1(cc), since December 31January 1, 20082007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)in the Commission Documents, since December 31, 20082005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's business; (iii) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; ; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31June 30, 2008, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since Since December 31, 20082013, except as disclosed in or contemplated by this Agreement or in the SEC Documents, or as known or disclosed to Holder, neither the Company MSPC nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicescompensation; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other material transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xix) made charitable contributions or pledges in excess of $25,000pledges; (xiixi) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiii) entered into or proposed to enter into an agreement, written or otherwise, to take any of the foregoing actions; or (xiv) effected two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by or in connection with this Agreement or as permitted by Section 5.1, Section 9.2 or set forth on Schedule 2.1(dd)7.10, since December 31the Balance Sheet Date: 7.10.1 there has not been any damage, 2008destruction or loss not covered by insurance, with respect to the property and assets of TCH or any Subsidiary having a replacement cost of more than One Hundred Thousand Dollars ($100,000) for any single loss or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate; 7.10.2 there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of, or other equity interest in, TCH or any Subsidiary or any repurchase, redemption or other acquisition by the Seller or TCH or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, TCH or any Subsidiary; 7.10.3 there has not been any material change by TCH or any Subsidiary in accounting or Tax reporting principles, methods or policies; 7.10.4 neither the Company TCH nor any Subsidiary has: has entered into any transaction or Contract involving the expenditure of more than One Hundred Thousand Dollars (i$100,000) issued any stock, bonds or conducted its business other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred than in the ordinary course of business which are comparable in nature and amount consistent with past practice; 7.10.5 neither TCH nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the current liabilities incurred Seller or any Affiliate of Seller other than in the ordinary course of business during the comparable portion consistent with past practice; 7.10.6 neither TCH nor any Subsidiary has mortgaged, pledged or subjected to any Lien any asset, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any of its prior fiscal yearassets for which the aggregate consideration paid or payable in any individual transaction was in excess of One Hundred Thousand Dollars ($100,000), except for sales of inventory and disposition of obsolete equipment, in each case in the ordinary course of business consistent with past practice; 7.10.7 neither TCH nor any Subsidiary has canceled or compromised any debt or claim with a value, individually or in the aggregate, exceeding One Hundred Thousand Dollars (iii$100,000) discharged or satisfied amended, canceled, terminated, relinquished, waived or released any lien Contract or encumbrance right involving the expenditure of more than One Hundred Thousand Dollars ($100,000); 7.10.8 neither TCH nor any Subsidiary has made or paid committed to make any obligation capital expenditures or liability capital additions or betterments in excess of One Hundred Thousand Dollars (absolute or contingent), $100,000) other than current liabilities paid in the ordinary course of business; 7.10.9 neither TCH nor any Subsidiary has instituted or settled any Legal Proceeding in which equitable relief was sought or in which claimed damages exceeded One Hundred Thousand Dollars (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock$100,000); (v) sold, assigned 7.10.10 there has not been any increase in the compensation payable or transferred to become payable to any other tangible assets, or canceled any debts or claimsEmployee, except in the ordinary course of business; (vi) sold, assigned for hourly or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not non-officer salaried employees made in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into practices nor any other transaction other than change in the ordinary course any employment Contract; and 7.10.11 there has not been any establishment or amendment of business, any benefit plan implemented or entered into to be implemented by TCH or any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionsSubsidiary.

Absence of Certain Developments. (i) Except as expressly contemplated by this Agreement or as set forth on in the attached Schedule 2.1(dd)of Exceptions, since December 31, 20081998, neither the Company nor any Subsidiary hashas not: (ia) issued any stocknotes, bonds or other corporate debt securities or any rights, options capital stock or warrants with respect theretoother Equity Securities; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute Indebtedness or contingent) other liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iiic) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders its shareholders with respect to its stock, capital stock or other Equity Securities or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockstock or other Equity Securities; (ve) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Permitted Liens; (f) sold, assigned or transferred any other of its tangible assets, except inventory or obsolete or replaced equipment disposed of in the ordinary course of business, or canceled any debts or claims, except in the ordinary course of business; (vig) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsIntellectual Property Rights, or disclosed any proprietary confidential information to any person except to customers in Person (other than the ordinary course of businessPurchasers or any representative thereof); (viih) suffered any substantial extraordinary losses or waived any material rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective businessconsistent with past practice; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (xj) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $100,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any damage, destruction or casualty loss exceeding in the aggregate $100,000 whether or not covered by insurance; (m) made any Investment in or taken steps to incorporate any Person; (n) entered into any other material transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvo) entered into an agreement, written committed or otherwise, agreed to take do any of the foregoing actionsforegoing. (ii) The Company has not at any time made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008Since the date of its respective financial statements, neither the Company nor any Subsidiary Target has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto, except for shares described herein as being issued and outstanding; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the its respective business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of its business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of its business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000 in the aggregate; (x) except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000 in the aggregate; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its SubsidiariesTarget; or (xv) except for the Company in connection with this Agreement and the Company and Target in connection with the Merger Agreement, entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.1(dd)2.24, since December 31, 20082001, neither the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's business; (iiic) discharged or satisfied any lien or encumbrance Encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any Encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vig) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person persons except to customers potential customers, investors or corporate or academic partners or collaborators in the ordinary course of business; (viih) suffered any substantial losses (other than losses from operations for financial reporting purposes) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixj) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xk) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xil) made charitable contributions or pledges in excess of $25,0005,000; (xiim) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiin) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivo) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionsCompany.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December March 31, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)provided in Exhibit 3.22, attached hereto, since December 31January 1, 2008, neither 1997 the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) mortgaged or pledged any of its assets tangible or intangible, or subjected them to any liens, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, except in the ordinary course of business; (vig) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person persons except to customers in the ordinary course of business; (viih) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixj) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xk) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi1) made charitable contributions or pledges in excess of $25,0005,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. 6.8.1 Except as set forth on Schedule 2.1(dd)expressly provided by this Agreement or except as disclosed in or contemplated by the Prospectus, since December 31, 2008, neither the date of the Latest Financial Statements the Company nor any Subsidiary hashas not: (ia) issued any equity stock, bonds bonds, or other corporate securities or any rights, options or warrants with respect theretosecurities; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stock; (ve) mortgaged or pledged any of its properties or assets, or subjected them to any lien, security interest, charge, or any other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned assigned, or transferred any other of its tangible assets, or canceled any debts or claims, except in the ordinary course of business, or canceled any debts or claims; (vig) sold, assigned assigned, or transferred any patent rightspatents, trademarks, trade names, copyrights, trade secrets secrets, or other intangible assets or intellectual property rightsassets, or disclosed any proprietary confidential information to any person person, except to customers for licenses or disclosures in the ordinary course of the Company’s business; (viih) suffered any substantial extraordinary losses or intentionally waived any rights of material valuevalue or compromised any material claims, whether or not in the ordinary course of business, or suffered the loss business of any material amount of prospective businessconsistent with past practice; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor therefore that aggregate in excess of $100,00050,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $25,000;pledges; or (xiil) suffered any material damage, destruction destruction, or casualty loss, whether or not covered by insurance;. 6.8.2 The Company has not at any time made any political contributions (xiiiexcept those permitted under state and federal law) experienced or any material problems with labor bribes, kickback payments, or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionsother illegal payments.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)4.8, since December 31September 30, 20081999, neither the Company nor any Subsidiary of the Subsidiaries has: (ia) issued issued, sold or transferred any stocknotes, bonds or other corporate debt securities or any rightsequity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or warrants with respect theretoother rights to acquire equity securities, of the Company or any of the Subsidiaries; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business, or prepaid any amount of indebtedness for borrowed money; (d) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of its properties or assets other than in the ordinary course of business; (ive) declared sold, leased, assigned or made transferred any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares portion of its capital stocktangible assets or cancelled any debts or claims owing to or held by it in any such case without fair consideration; (vf) sold, assigned or transferred any other Proprietary Rights or disclosed any proprietary confidential information to any Person, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (g) suffered any extraordinary losses or waived any single right of value which has a value in excess of $50,000 or any rights of value which have an aggregate value of $100,000 whether or not in the ordinary course of business or consistent with past custom and practice; (h) suffered any theft, taking by power of eminent domain, damage, destruction or casualty loss in excess of $50,000 to its tangible assets, whether or canceled not covered by insurance or suffered any debts substantial destruction of the Company's books and records; (i) other than in the ordinary course of business, entered into, amended or claimsterminated any material lease, license, contract, agreement or commitment, or taken any other action or entered into any other transaction, or changed any material business practice or manner of dealing with any customer, supplier, subcontractor, insider, sales representative, or other person or entity with whom the Company or any of the Subsidiaries engage in any business activity, or entered into any other transaction; (j) entered into any employment contract or collective bargaining agreement, written or oral, or changed in any other material respect employment terms for, or made or granted any bonus or any wage, salary or compensation increase to any director or executive officer or, except in the ordinary course of business, to any other employee, agent or sales representative, group of employees or consultant or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (vik) soldincurred intercompany charges or conducted its cash management customs and practices (including the collection of receivables, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or inventory control and payment of payables) other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers than in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the usual and ordinary course of business and consistent in accordance with past practicescustom and practice; (ixl) made any capital expenditures or commitments therefor that aggregate in excess of $100,000; (xm) entered into made any other transaction other than in the ordinary course of businessloans or advances to, or entered into guarantees for the benefit of, any other material transaction, whether or not Person that aggregate in the ordinary course excess of business$100,000; (xin) delayed or postponed (beyond its normal custom and practice) the payment of accounts payable and other liabilities; (o) made any charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvp) entered into an agreement, written changed or otherwise, to take authorized any change in its articles of the foregoing actionsincorporation or bylaws.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20082005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000 except for such capital expenditures or commitments made in the ordinary course of business; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)provided in Form 10-KSB, 10-QSB, Form 8-K or in SCHEDULE 2.1(z) hereto, since December 31, 20081998, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in documents filed as exhibits to the Commission Documents, as contemplated by the Transaction Documents or as disclosed on Schedule 2.1(dd2.1(y), since December 31, 2008as of the date hereof, neither the Company Company, SetJet nor any Subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s, SetJet’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Subscriber or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xix) made charitable contributions or pledges in excess of $25,00010,000; (xiixi) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $150,000 or incurred or become subject to any other liabilities in excess of $150,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $150,000 or paid any obligation or liability (absolute or contingent)) in excess of $150,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $150,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000150,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.1(dd2.1(y), since December 31September 30, 20082010, neither the Company Company, the non-PRC Subsidiaries, nor any the PRC Subsidiary hashave: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company Company, its Subsidiaries or its Subsidiariesthe PRC Subsidiary; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)5.8, since December 31, 20082005 and except as is contemplated to occur pursuant to this Agreement, neither the Company nor any Subsidiary hasSeller has not: (ia) issued mortgaged, pledged or subjected to any stockLien, bonds or other corporate securities or any rights, options or warrants with respect theretoof the Purchased Assets; (iib) sold, leased, assigned or transferred any of its tangible assets, except in the ordinary course of business consistent with past practice, or canceled, without fair consideration, any material debts or material claims owing to or held by it; (c) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts or consistent with past practice and disclosed on Schedule 5.14), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing Seller Employee Benefit Plan or arrangement or adopted any new Seller Employee Benefit Plan or arrangement; (d) incurred any Indebtedness for borrowed any amount money or incurred or become became subject to any liabilities liability, except (absolute or contingenti) except current liabilities incurred in the ordinary course of business which are comparable in nature consistent with past practice, and amount to the current (ii) liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearconsistent with past practice; (iiie) discharged made any loans or satisfied advances to, or guarantees for the benefit of, any lien or encumbrance or paid any obligation or liability Person in an amount, in the aggregate, in excess of Ten Thousand Dollars (absolute or contingent), $10,000) other than current liabilities paid the extension of trade credit in the ordinary course of businessbusiness consistent with past practice; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viif) suffered any substantial extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective businessconsistent with past practice; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiig) suffered any material damage, destruction or casualty lossloss to its tangible assets in excess of Ten Thousand Dollars ($10,000), whether or not covered by insurance; (xiiih) experienced made any material problems with labor change in any method of accounting or management accounting policies, other than those which have been disclosed in connection with the terms and conditions of their employmentwriting to Buyer; (xivi) effected instituted or permitted any two or more events material change in the conduct of the foregoing kind which Business; (j) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable in each case, except in the aggregate ordinary course of business consistent with past practice; (k) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (l) sold, assigned, licensed, sublicensed, transferred or encumbered any Proprietary Rights or other intangible assets, or abandoned or permitted to lapse any Proprietary Rights; (m) taken any action or failed to take any action for the primary purpose of accelerating to pre-Closing periods sales to customers or other revenues that would otherwise be material expected to take place or be incurred after the Company or its SubsidiariesClosing; or (xvn) entered into an agreementinto, written amended or otherwise, to take terminated any contract other than in the ordinary course of the foregoing actionsbusiness consistent with past practice.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31September 30, 20082007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since Since December 31, 20082004, neither the Company nor any Subsidiary HIP, LLC has: (ia) other than in connection with the HIP Transaction, issued any stock, membership interests bonds or other corporate or limited liability interests or securities or any rightsright, options or warrants with respect thereto; (iib) borrowed any amount amount, obtained any letters of credit or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in excess of $10,000 in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year;aggregate; Exhibit 10.31 (iiic) discharged or satisfied any lien or encumbrance Encumbrance or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course Ordinary Course of businessBusiness and other than current federal income Tax liabilities; (ivd) other than in connection with the HIP Transaction, declared or made any payment or distribution of cash or other property to stockholders Shareholders with respect to its stockthe Company's stock or the members with respect to HIP, LLC's membership interest, or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockstock or interests; (ve) mortgaged or pledged any of its Assets or Properties, or subjected them to any lien, charge or any other Encumbrance, except liens for current property Taxes not yet due and payable; (f) sold, leased, subleased, assigned or transferred any other tangible assetsof its Assets or Properties, except in the Ordinary Course of Business, or canceled cancelled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) made any changes in employee compensation except in the ordinary course of business and any employee, consultant or contractor compensation, severance or termination agreement, commitment or transaction other than routine salary increases consistent with past practicespractice or offer employment to any individuals; (ixh) made capital expenditures entered into any material transaction or commitments therefor that modified any existing transaction (the aggregate consideration for which is in excess of $100,00010,000); (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiij) experienced made any material problems with labor capital expenditures, additions or management improvements or commitments for the same, except those made in connection with the terms and conditions Ordinary Course of their employment; (xiv) effected any two or more events of the foregoing kind Business which in the aggregate would do not exceed $10,000; (k) entered into any transaction or operated the Business of the Company not in the Ordinary Course of Business; (l) made any change in its accounting methods or practices or ceased making accruals for taxes, obsolete inventory, vacation and other customary accruals; (m) ceased from reserving cash to pay taxes, principal and interest on borrowed funds, and other customary expenses and payments; (n) caused to be made any reevaluation of any of its Assets or Properties; (o) caused to be entered into any amendment or termination of any lease, customer or supplier contract or other material contract or agreement to which it is a party, other than in the Ordinary Course of Business; (p) made any material change in any of its business policies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition or sale policies; Exhibit 10.31 (q) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or refusal to renew, any contract or other agreement that is or was material to the Business of the Company or the financial condition of the Company and HIP, LLC; (r) permitted to occur or be made any other event or condition of any character which has had a Material Adverse Effect on it; (s) waived any rights material to its Subsidiariesfinancial or business condition; (t) made any illegal payment or rebates; or (xvu) entered into an agreement, written or otherwise, any agreement to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20082001, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariescause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31June 30, 20082003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.1(dd)2.1(aa) hereto, since December 31September 30, 20082010, neither the Company nor any Subsidiary has: (i) issued or become obligated to issue any stock, bonds or other corporate securities or any rightsright, options or warrants with respect theretothereto other than under the Company’s stock option plan(s) and otherwise in the ordinary course of business; (ii) borrowed or become obligated to borrow any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than Permitted Liens and current liabilities paid in the ordinary course of business; (iv) declared or made made, or become obligated to make, any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stockstock other than under any equity incentive plans of the Company or any pre-existing cashless exercise rights issued in connection with a prior financing, which plans and/or prior financing(s) are disclosed on Schedule 2.1(aa); (v) sold, assigned or transferred transferred, or become obligated to sell, assign or transfer, any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred transferred, or become obligated to sell, assign or transfer, any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in rights necessary for the ordinary course conduct of businessits business activities; (vii) suffered any substantial material losses or waived waived, or agreed to waive, any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,00010,000 in the aggregate; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixi) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. (a) Except as set forth on Schedule 2.1(dd)expressly contemplated by this Agreement, since December 31, 2008, neither the Company nor any Subsidiary hasFinancial Statement Date the Corporation has not: (i) issued any stocknotes, bonds or other corporate debt securities or any rightscapital stock or other equity securities or any securities convertible, options exchangeable or warrants with respect theretoexercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under Contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent)liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock, capital stock or other equity securities or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stock or other equity securities (including, without limitation, any Options or other rights to acquire its capital stock); (v) sold, assigned mortgaged or transferred pledged any other tangible assets, of its properties or canceled assets or subjected them to any debts or claimsLien, except in the ordinary course of businessLiens for current property taxes not yet due and payable; (vi) sold, assigned or transferred any patent rightsof its tangible assets, trademarksexcept in the ordinary course of business, trade namesor canceled any debts or Claims; (vii) sold, copyrights, trade secrets assigned or transferred any Intellectual Property rights or other intangible assets or intellectual property rightsassets, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessPerson; (viiviii) suffered any substantial extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicespractice; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00010,000; (x) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Person in excess of $10,000 in the aggregate; (xi) made any charitable contributions or pledges; (xii) suffered any damage, destruction or casualty loss exceeding in the aggregate $10,000, whether or not covered by insurance; (xiii) made any investment in or taken steps to incorporate any Subsidiary; (xiv) become a party to any Contract for the performance of services and/or the sale of products in which losses to the Corporation are in the excess of $10,000 in the aggregate; (xv) entered into, amended, modified or supplemented any Contract, transaction, commitment or arrangement with any of its officers, directors, employees, stockholders or Affiliates or with any entity in which any such Person or individual owns a beneficial interest, except for customary employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement; (xvi) increased any compensation or paid any bonus or other forms of current and deferred compensation payable to any officer, director or employee of the Corporation; or (xvii) entered into any other transaction other than in the ordinary course of business, business or entered into any other material transaction, whether or not in the ordinary course of business;. (xib) The Corporation has not at any time made charitable any payments for political contributions or pledges in excess of $25,000; (xii) suffered made any material damagebribes, destruction kickback payments or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionsother illegal payments.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)in the Commission Documents or in this Agreement, since December October 31, 20082012, neither the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities securities, convertible into or exchangeable for any capital stock, or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (vd) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vie) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (viif) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixh) made capital expenditures or commitments therefor that aggregate in excess of $100,000therefor; (xi) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xij) made charitable contributions or pledges in excess of $25,000pledges; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvm) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)would not have a Material Adverse Effect, since December March 31, 20082002, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto (other than pursuant to equity incentive plans or arrangements adopted by the Company) or upon conversion of convertible securities issued prior to March 31, 2002; (ii) borrowed any material amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiivi) made any material changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixvii) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (xviii) entered into any other transaction other than in the ordinary course of business, or entered into any other material transactionMaterial Agreements, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xiiix) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiix) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxi) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or and its Subsidiaries; or (xv) entered into an agreementsubsidiaries, written or otherwise, to take any of the foregoing actionstaken as a whole.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.1(dd)3.1(z) hereto, since December March 31, 2008, 2000 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.1(dd)2.1(z) hereto, since December 31September 30, 20081999, neither the Company nor any Subsidiary subsidiary has: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $25,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivn) effected any two (2) or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xvo) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31June 30, 20082003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariescause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)disclosed in the Commission Documents, since December 31, 20082009, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xix) made charitable contributions or pledges in excess of $25,00010,000; (xiixi) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on in Schedule 2.1(dd)2.21, since December 31June 30, 20082007, neither the Company nor any Subsidiary has: (i) issued has not: -issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed ; -borrowed any amount in excess of $50,000 or incurred or become subject to any other liabilities in excess of $50,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged ); -discharged or satisfied any lien or encumbrance in excess of $50,000 or paid any obligation or liability (absolute or contingent)) in excess of $50,000, other than current liabilities paid in the ordinary course of business; (iv) declared ; -declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, in each case in excess of $10,000 individually or $20,000 in the aggregate; -sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $10,000, except in the ordinary course of business; (vi) sold; -sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $10,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered business or to the Purchaser or their representatives; -suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made ; -made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made ; -made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered 10,000; -entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made ; -made charitable contributions or pledges in excess of $25,000; (xii) suffered 5,000; -suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced ; -experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two ; or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered -entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in the Form 10-K or on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082002, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariessubsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on ScheduleE4.13 attached hereto or on any other Schedule 2.1(dd)to the Agreement, since December 31, 20081996, neither the Company nor any Subsidiary has: PSI has not: (i) issued entered into any stockcontract, bonds commitment or other corporate securities agreement under which PSI has outstanding indebtedness, obligation or any rightsliability for borrowed money or deferred purchase price of property in excess of $10,000 or has the right or obligation to incur such indebtedness, options obligation or warrants with respect thereto; liability; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; ; (iii) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any lien, except liens for current property taxes not yet due and payable; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stocksold, or purchased or redeemedleased, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) soldsubleased, assigned or transferred any other of its tangible or intangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed canceled any proprietary confidential information to any person except to customers in the ordinary course of business; debts or claims; (viiv) suffered any substantial losses on the sale or disposition of individual items of non-inventory property or waived any rights of material valuevalue (other than in connection with the cancellation of sales orders), whether or not in the ordinary course of business, or suffered the loss received notice of cancellation of any material amount firm order in excess of prospective business; $5,000; (viiivi) made any changes in employee compensation compensation, vacation policies or fringe benefit plans, except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate practices and not in excess of $100,000; 5% of any employee's compensation level during its most recently completed fiscal year; (xvii) entered into any other transaction other than in the ordinary course of business, or entered into any other material single transaction, whether or not in the ordinary course of business; (xi) made charitable contributions business which involves payments by or pledges to PSI in excess of $25,000; 50,000 with respect to the purchase of raw materials, $50,000 with respect to the sale of inventory, and $50,000 with respect to other transactions: (xiiviii) suffered any material damage, destruction or other casualty loss, or forfeiture of, any property or assets having a value in excess of $10,000, whether or not covered by insurance; insurance or which has had or may reasonably be expected to have a material adverse effect on its business, financial condition or prospects; (xiiiix) experienced made any material problems with labor capital expenditures, additions or management improvements or commitments for the same, except those made in connection with the terms and conditions ordinary course of their employment; (xiv) effected any two or more events of the foregoing kind business which in the aggregate would be material do not exceed $20,000; (x) made any voluntary prepayments of indebtedness or lease obligations; (xi) made any change in accounting procedures or practices; (xii) authorized or effected any declaration, setting aside or payment of any dividends or other distribution (whether in cash, stock or property) with respect to the Company any of PSI's capital stock; (xiii) authorized or effected any split, combination or reclassification of any of its Subsidiariescapital stock or any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or or (xvxiv) entered into an agreement, written any agreement or otherwise, understanding to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(dd)2.1(z) hereto, since December 31, 20082002, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariescause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)contemplated by this Agreement or disclosed in the Commission Documents, since December 31, 20082002, through the date immediately preceding the Closing Date, neither the Company nor any Subsidiary has: of its Subsidiaries has (ia) issued any stock, options, bonds or other corporate securities or any rightsother than pursuant to the Option Plans, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become became subject to any liabilities (absolute absolute, accrued or contingent) except ), other than current liabilities incurred in the ordinary course of business which are comparable and liabilities under contracts entered into in nature the ordinary course of business, (c) discharged or satisfied any lien or adverse claim or paid any obligation or liability (absolute, accrued or contingent), other than current liabilities shown on the Balance Sheets and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; business, (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to the stockholders with respect to its stock, of the Company or purchased or redeemedredeemed any securities of the Company, (e) mortgaged, pledged or made subjected to any agreements so to purchase lien or redeem, adverse claim any shares of its capital stock; properties or assets, except for liens for taxes not yet due and payable or otherwise in the ordinary course of business, (vf) sold, assigned or transferred any other tangible of its assets, tangible or canceled any debts or claimsintangible, except in the ordinary course of business; business or in an amount less than $250,000, (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viig) suffered any substantial extraordinary losses or waived any rights of material value, whether or not value other than in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except capital expenditures or commitments therefor other than in the ordinary course of business and consistent with past practices; or in an amount less than $250,000, (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xi) entered into any other transaction other than in the ordinary course of business, business in an amount less than $250,000 or entered into any other material transaction, whether or not in the ordinary course of business; , (xij) made any charitable contributions or pledges in excess of $25,000; pledges, (xiik) suffered any material damagedamages, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced , affecting any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to properties or assets of the Company or its Subsidiaries; or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (xvl) made any material change in the nature or operations of the business of the Company or (m) entered into an agreement, written any agreement or otherwise, commitment to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on in Schedule 2.1(dd)6.7, since December 31June 30, 20082009, neither the Company nor any Subsidiary hasno Chardan Material Adverse Change has occurred in Chardan’s financial condition, and Chardan has not: (ia) issued any stockequity securities, bonds any profits interests, or other corporate any securities exchangeable for or convertible into any equity securities or any rightsprofits interests, options or warrants with respect theretoother than the Chardan Private Placement Shares; (iib) borrowed any amount amounts, or incurred or become subject to any other liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective businessconsistent with past practice; (viiic) made sold, assigned or transferred any changes of its assets other than in employee compensation the ordinary course of business, consistent with past practices; (i) compromised any debt or Claim other than in the ordinary course of business consistent with past practices; (ii) intentionally waived any rights other than in the ordinary course of business consistent with past practices; (iii) suffered any material theft, destruction, damage or casualty loss; (iv) intentionally waived, canceled or released any right, Claim or Accounts Receivable other than in the ordinary course of business consistent with past practices; and (v) suffered any extraordinary losses; (e) other than in connection with the Transaction Documents, incurred any material liabilities or obligations (absolute, accrued, contingent or otherwise) except in the ordinary course of business and consistent with past practicespractice, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves that had a Chardan Material Adverse Effect; (ixf) made any single capital expenditure or commitment in excess of $75,000 for additions to property, plant, equipment or intangible capital assets or made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than 75,000 in the aggregate for additions to property, plant, equipment or intangible capital assets, except, in each case, in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of businessbusiness consistent with past practice; (xig) made charitable contributions been removed from trading on the Nasdaq Stock Market because of a breach or pledges violation of any applicable laws, or received notice from any security supervisory agencies warning or punishing Chardan due to a violation of exchange market rules or received notice of termination or suspension in excess trading on the Nasdaq Stock Market, except for suspensions of $25,000trading in normal situations; (xiih) suffered any material damageChardan Material Adverse Change in its financial condition, destruction assets, liabilities (absolute, accrued, contingent or casualty lossotherwise), whether reserves, business or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiariesoperations; or (xvi) entered into an agreementagreed, written whether in writing or otherwise, to take any of the foregoing actionsaction described in this Section 6.7.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.1(dd)3.1(z) hereto, since December March 31, 20082000, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(dd)2.1(y) hereto, since December 31, 20082004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearbusiness; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xvxiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.1(dd)provided in SEC Documents or in SCHEDULE 3.1(z) hereto, since December January 31, 2008, 2000 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.

Absence of Certain Developments. Except as set forth provided in SEC Documents or on Schedule 2.1(dd)3.1(y) hereto, since December March 31, 20082000, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of businessbusiness or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;; or (xivxiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actionssubsidiaries.