Common use of Absence of Material Adverse Changes, etc Clause in Contracts

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof or as contemplated by this Agreement, since June 30, 1999, (i) Parent and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parent, or any repurchase, redemption or other acquisition by Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent; (c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate; (d) any change in any method of accounting or accounting practice by Parent or any Subsidiary of Parent, except for any such change required by reason of a change in GAAP; (e) issuance of Parent Securities other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto); (f) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent or any Subsidiary; (g) entry by Parent into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or (h) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Company Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent the Company SEC Documents filed by Parent the Company through the date hereof or as contemplated by this Agreement, since June 30, 1999, (i) Parent the Company and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate; (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of Parentthe Company, except for any such change required by reason of a change in GAAP; (e) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than in the ordinary course of business; (f) issuance of Parent Company Securities other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business and upon the conversion of the Convertible Notes (and the issuance of securities Company Securities pursuant thereto); (fg) acquisition or disposition of assets material to Parent the Company and its SubsidiariesSubsidiaries (assuming consummation of the Semi Disposition), except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent the Company or any Subsidiary; (gh) entry by Parent the Company into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or (hi) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting Except as set forth in the foregoing, except as disclosed in Parent Company SEC Documents filed by Parent through prior to the date hereof of this Agreement or as contemplated by this Agreementdisclosed to all members of the Board of Directors of the Company in writing or as specified in Schedule 3.9 of the Company Disclosure Schedule, since June 30August 31, 19991998 and until the date of this Agreement and, in the case of clause (i) Parent below, until the Effective Time, the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practices, and (ii) there has not been: (ai) any event or state of fact that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of its capital stock of Parent, (other than regular quarterly cash dividends consistent with recent past practice) or any repurchase, redemption or any other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent its Subsidiaries of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or its Subsidiaries except for acquisitions of any Company Securitiescapital stock prior to the date of this Agreement in connection with the Company's previously announced Common Stock repurchase program; (biii) any amendment of any provision of the Certificate of Incorporation material change in accounting principles, practices or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parentmethods; (civ) any incurrence, assumption (A) grant of any severance or guarantee by Parent termination pay to any director or officer of the Company or any Subsidiary of Parent the Company, or, any employee of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate; (d) any change in any method of accounting or accounting practice by Parent Company or any Subsidiary of Parentthe Company in an aggregate cost not to exceed $1,000,000.00, except for (B) employment, deferred compensation or other similar agreement (or any amendment to any such change required by reason existing agreement) with any director, officer or employee of a change the Company or any Subsidiary of the Company entered into, (C) increase in GAAP; benefits payable under any existing severance or termination pay policies or employment agreements or (eD) issuance increase in compensation, bonus or other benefits payable to directors, officers or employees of Parent Securities the Company or any Subsidiary of the Company other than, in the case of employees (other than pursuant to options outstanding as of June 30directors and officers), 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto);business; or (f) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent or any Subsidiary; (gv) entry by Parent the Company into any material joint venture, partnership or similar agreement with any person Person other than a wholly-owned Subsidiary; or (h) any authorization of, or commitment or agreement to take any of, Subsidiary of the foregoing actions except as otherwise permitted by this AgreementCompany.

Absence of Material Adverse Changes, etc. Since June 30December 31, ---------------------------------------- 1999, there has not been a Parent Company Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent the Company SEC Documents filed by Parent through the date hereof Company or as contemplated by this Agreement, since June 30, 19992000, (i) Parent other than in connection with the negotiation of this Agreement, the Company and its the Non- Energy Subsidiaries have conducted their business in the ordinary course of business consistent with past practice and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company or any Company Subsidiary (other than a wholly-owned Subsidiary), or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary of the Company (other than any wholly-owned Subsidiary) of Parent of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company, any Company Subsidiary or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent the Company or any Non-Energy Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Non-Energy Subsidiary of Parent of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregateordinary course of business; (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of ParentNon-Energy Subsidiary, except for any such change required by reason of a change in GAAP; (e) any (i) grant of any severance or termination pay to any director, officer, consultant, independent contractor or employee of the Company or any Non-Energy Subsidiary, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, consultant, independent contractor or employee of the Company or any Non-Energy Subsidiary entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Non-Energy Subsidiary, in each case other than in the ordinary course of business with respect to Persons other than directors or executive officers of the Company or any Non-Energy Subsidiary; (f) issuance of Parent Company Securities other than pursuant to options Company Options outstanding as of June 30, 1999 2000 and the issuance of options Options after such date in the ordinary course of business (and the issuance of securities Company Securities pursuant thereto); (fg) acquisition or disposition of assets material to Parent the Company and its SubsidiariesSubsidiaries (assuming consummation of the Distribution), except for sales of inventory in the ordinary course of business consistent with past practicebusiness, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000)party, or any merger or consolidation with any third party, by Parent the Company or any Non-Energy Subsidiary; (gh) entry by Parent the Company or any Non-Energy Subsidiary into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or (hi) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30March 31, 19992002, there has not been a Parent Company Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof or as contemplated by this Agreement, since June 30March 31, 19992002, (i) Parent and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-wholly owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or any Company Securities or any stock split, reclassification, subdivision or exchange of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws Bylaws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-wholly owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 25,000 in the aggregate; (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of Parent, except for any such change required by reason of a change in GAAPthe Company; (e) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than those required by written contractual agreements; (f) issuance of Parent Company Securities or securities of any Subsidiary of the Company other than pursuant to options Company Options outstanding as of June 30March 31, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto)2002; (fg) acquisition or disposition of assets material to Parent the Company and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business consistent with past practice where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,00025,000), or any merger or consolidation with any third party, by Parent the Company or any Subsidiary; (gh) entry by Parent the Company or any of its Subsidiaries into any joint venture, partnership or similar agreement with any person Person other than a wholly-wholly owned SubsidiarySubsidiary of the Company; (i) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Company's and/or its Subsidiaries' properties or business; (j) any granting by the Company or any of its Subsidiaries of a security interest in or lien on any material property or assets of the Company; (k) entry by the Company or any of its Subsidiaries into any new material agreement; or (hl) any authorization of, or commitment or agreement to take any of, of the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30Except as set forth in the Company SEC Documents or in the 2001 Financial Statements, 1999since December 31, 2001, there has not been a Parent Company Material Adverse Effect, and to the Company's knowledge, there has been no event, change effect or development, individually or in the aggregate, that has had, or would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations hereunder. Without limiting the foregoing, except as disclosed in Parent the Company SEC Documents filed by Parent through Documents, the date hereof 2001 Financial Statements or Section 3.10 of the Company Disclosure Schedule, or as contemplated by this Agreement, since June 30December 31, 1999, (i) Parent 2001 the Company and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws bylaws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregateordinary course of business; (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of Parentthe Company, except for any such change required by reason of a change in GAAP; (e) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than in the ordinary course of business; (f) issuance of Parent Company Securities other than pursuant to options Options outstanding as of June 30December 31, 1999 2001 and the issuance of options Options after such date in the ordinary course of business (and the issuance of securities Company Securities pursuant thereto)) and pursuant to the ESPP; (fg) acquisition or disposition of assets material to Parent the Company and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), business) or any merger or consolidation with any third party, by Parent the Company or any Subsidiaryof its Subsidiaries; (gh) any split, combination or reclassification of the Company's capital stock or of any other equity interests in the Company, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock or of any other equity interests in the Company; (i) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (j) entry by Parent the Company into any joint venture, partnership or similar agreement with any person Person other than a wholly-owned Subsidiary; (k) release or extinguishment of any material claims or rights against any Person; or (hl) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June September 30, 19992015, there has not been a Parent an Ensysce Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof Ensysce Disclosure Schedule 4.9 or as specifically contemplated by this Agreement, since June September 30, 19992015, (i) Parent and Ensysce has conducted its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of ParentEnsysce, or any repurchase, redemption or other acquisition by Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent Ensysce of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent Ensysce or of any Company Ensysce Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of ParentEnsysce; (c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent Ensysce of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregatemoney; (d) any change in any method of accounting or accounting practice by Parent or any Subsidiary of ParentEnsysce, except for any such change required by reason of a change in GAAP; (e) issuance any (i) grant of Parent Securities any severance or termination pay to any director, officer or employee of Ensysce, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of Ensysce entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of Ensysce, in each case other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto)business; (f) issuance of Ensysce Securities other than as contemplated hereby; (g) acquisition or disposition of assets material to Parent and its SubsidiariesEnsysce, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000)party, or any merger or consolidation with any third party, by Parent or any SubsidiaryEnsysce; (gh) entry by Parent Ensysce into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiaryperson; or (hi) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and except as set forth in the Company SEC Documents filed prior to the date hereof, since December 31, 1999, there has not been a Parent Company Material Adverse EffectEffect and the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with past practice. Without limiting the foregoing, except as disclosed in Parent the Company SEC Documents filed by Parent through the Company prior to the date hereof or as contemplated by this Agreement, since June 30December 31, 1999, (i) Parent and its Subsidiaries have conducted their business in the ordinary course of business and (ii) 1999 there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or of any Company Securities; (b) any amendment of any provision of the Certificate Articles of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than (i) indebtedness for borrowed money reflected on the Company's balance sheet at June 30, 2000 included in its report on Form 10-Q for the six months ended on such date as filed with the SEC and (ii) borrowings under existing short term credit facilities the Loan and Security Agreement dated as of September 30, 1998 (the "Coast Business Credit Agreement") among the Company, certain of its Subsidiaries and Coast Business Credit (and, for purposes of the forbearance required of the Company by the penultimate sentence of Section 5.1, from the date of this Agreement to and including the Effective Time, the Company and its Subsidiaries shall be permitted to make additional borrowings under the Coast Business Credit Agreement provided that the aggregate principal amount of borrowings outstanding at any time shall not in excess of exceed $100,000 in the aggregate15,000,000); (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of Parentthe Company, except for any such change required by reason of a change in U.S. GAAP; (e) issuance except as set forth in Schedule 3.10(e) of Parent Securities this Agreement, any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any employee benefit plan or any severance or termination pay policies or employment agreements, (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business and consistent with past practices or (and v) any accrual of bonuses for officers or employees of the issuance Company in excess of securities pursuant thereto)the amounts, if any, specified in their respective employment agreements; (f) acquisition except as set forth in Schedule 3.10(f) to this Agreement, any issuance of Company Securities other than pursuant to the exercise of Options or Warrants outstanding as of December 31, 1999 or Options issued pursuant to any stock option plan of the Company in effect on such date and the issuance of Company Securities pursuant thereto; (g) except as set forth in Schedule 3.10(g) to this Agreement, any acquisition, disposition or exclusive license of assets material to Parent the Company and its SubsidiariesSubsidiaries or any contract or agreement that limits or purports to limit the ability of the Company or any of its Subsidiaries to compete in any line of business or with any person or in any geographical area or any contract or agreement which involves or purports to involve exclusivity arrangements or exclusive dealings to which the Company or any of its Subsidiaries is a party, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000)party, or any merger or consolidation with any third party, by Parent the Company or any Subsidiary; (gh) except as set forth in Schedule 3.10(h) to this Agreement, any entry into any consulting, financial advisory or similar agreement including a commitment on behalf of the Company in excess of $15,000; (i) any entry into any other contract or agreement involving a commitment on behalf of the Company of up to an aggregate of $100,000 other than in the ordinary course of business; (j) any capital expenditure, other than capital expenditures which are not, in the aggregate, in excess of $2,300,000 for the Company and its Subsidiaries taken as a whole during the period from and including July 1, 2000 to and including the date of this Agreement (and, for purposes of the forbearance required of the Company and its Subsidiaries pursuant to the penultimate sentence of Section 5.1, during the period from the date of this Agreement to and including March 29, 2001, the Company and its Subsidiaries shall be permitted to make capital expenditures in an aggregate amount not exceeding $6,000,000); (k) any settlement, compromise or other disposition of any claim, action or proceeding seeking monetary damages in excess of $100,000 or otherwise material to the Company; (l) any entry by Parent the Company into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or or (hm) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting the foregoing, except Except as disclosed in Parent the Company SEC Documents filed by Parent through the Company and publicly available prior to the date hereof of this Agreement or as contemplated by this Agreementset forth in Schedule 3.9 of the Company Disclosure Schedule, since June 30December 31, 19991998, (i) Parent the Company and its Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice and (ii) there has not beenbeen or occurred: (a) any event, change, occurrence or development which has had or is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company, any split, combination or reclassification of any Company Securitiesof the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the Company's capital stock; (bc) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent by the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (cd) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities in the ordinary course of business consistent with past practice; (e) any creation or assumption by the Company or any Subsidiary of the Company of any Lien on any asset other than in the ordinary course of business consistent with past practice; (f) any damage, destruction or other casualty loss (whether or not in excess covered by insurance) affecting the business or assets of $100,000 the Company or any Subsidiary of the Company which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; (dg) any change in any method of accounting or accounting practice or principles by Parent the Company or any Subsidiary of Parentthe Company, except for any such change required by reason of a change in GAAP; (eh) issuance any (i) grant of Parent Securities any severance or termination pay to any current or former director, executive officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any such director, executive officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to current or former directors, executive officers or employees of the Company or any Subsidiary of the Company, other than pursuant to options outstanding as for clauses (i), (ii) and (iv) above, in the case of June 30employees (other than directors and executive officers), 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto)business; (fi) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock issuance of any third party (Company Securities other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions Options and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent or any Subsidiary; (g) entry by Parent into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiaryupon the exercise of Options; or (hj) authorize any authorization of, or commitment commit or agreement agree to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30Except as set forth in the Company SEC Documents, 1999since December 31, 2000 there has not been a Parent Company Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent the Company SEC Documents filed by Parent through the date hereof Company or as contemplated by this Agreement, since June 30December 31, 1999, 2000 (i) Parent the Company and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregatefacilities; (d) any change in any method of accounting or accounting practice by Parent the Company or any Subsidiary of Parentthe Company, except for any such change required by reason of a change in GAAP; (e) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than in the ordinary course of business; (f) issuance of Parent Company Securities other than pursuant to options Options outstanding as of June 30December 31, 1999 2000 and the issuance of options Options after such date in the ordinary course of business (and the issuance of securities Company Securities pursuant thereto); (fg) acquisition or disposition of assets material to Parent the Company and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), business) or any merger or consolidation with any third party, by Parent the Company or any Subsidiary; (gh) entry by Parent the Company into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or; (hi) any change in the conduct of the Company's business, other than in the ordinary course consistent with past practices; (j) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30, 1999the Balance Sheet Date, there has not been a Parent Company Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof or as contemplated by this Agreement, since June 30the Balance Sheet Date, 1999, (i) Parent and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parentthe Company, or any repurchase, redemption or other acquisition by Parent the Company or any Subsidiary (other than any wholly-wholly owned Subsidiary) of Parent the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent the Company or any Company Securities or any stock split, reclassification, subdivision or exchange of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws Bylaws of, or of any material term of any outstanding security issued by, Parent the Company or any Subsidiary (other than any wholly-wholly owned Subsidiary) of Parentthe Company; (c) any incurrence, assumption or guarantee by Parent the Company or any Subsidiary of Parent the Company of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate; (d) a material change to any change in any method of accounting or accounting practice by Parent Tax election or any Subsidiary accounting method or any settlement or consent to any claim or assessment relating to Taxes incurred, or any incurrence of Parentany obligation to make any payment of, or in respect of, any Taxes, except in the ordinary course of business, or agreement to extend or waive the statutory period of limitations for any such change required by reason the assessment or collection of a change in GAAPTaxes; (e) issuance any (i) grant of Parent Securities any severance or termination pay to any director, officer or employee of the Company or any Subsidiary of the Company, (ii) entry into any employment, deferred compensation or other similar agreement (or any material amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary of the Company, in each case other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date those required by written contractual agreements or in the ordinary course of business (and the issuance of securities pursuant thereto)consistent with past practice; (f) any issuance of Company Securities or securities of any Subsidiary of the Company other than (i) pursuant to Company Options outstanding as of the Balance Sheet Date, (ii) pursuant to the Company ESPP, or to the extent of shares reserved for issuance as of the Balance Sheet Date, the Option Plans, or (iii) pursuant to the Rights Plan; (g) any acquisition or disposition of assets material to Parent the Company and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business consistent with past practice where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000100,000), or any merger or consolidation with any third party, by Parent or any Subsidiary; (gh) any entry by Parent the Company or any of its Subsidiaries into any joint venture, partnership or similar agreement with any person Person other than a wholly-wholly owned SubsidiarySubsidiary of the Company; (i) any damage, destruction or loss (whether or not covered by insurance) affecting the Company's and/or its Subsidiaries' properties or business that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (j) any granting by the Company or any of its Subsidiaries of a security interest in or lien on any material property or assets of the Company; (k) any entry by the Company or any of its Subsidiaries into any new Material Contract; (l) any cancellation of any debts or waiver of any claims or rights in excess of $100,000; (m) any capital expenditure or acquisition of any property, plant and equipment by the Company or any of its Subsidiaries for a cost in excess of $250,000 per fiscal quarter in the aggregate; or (hn) any agreement, authorization ofor commitment, whether in writing or commitment or agreement otherwise, to take any of, the foregoing actions except as otherwise permitted by action described in this AgreementSection 3.10.

Absence of Material Adverse Changes, etc. Since June September 30, 19992015, there has not been a Parent Signature Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof Signature Disclosure Schedule 3.9 or as specifically contemplated by this Agreement, since June September 30, 19992015, (i) Parent and Signature has conducted its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of ParentSignature, or any repurchase, redemption or other acquisition by Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent Signature of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent Signature or of any Company Signature Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of ParentSignature; (c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent Signature of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregatemoney; (d) any change in any method of accounting or accounting practice by Parent or any Subsidiary of ParentSignature, except for any such change required by reason of a change in GAAP; (e) issuance any (i) grant of Parent Securities any severance or termination pay to any director, officer or employee of Signature, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of Signature entered into, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of Signature, in each case other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto)business; (f) issuance of Signature Securities other than as contemplated hereby; (g) acquisition or disposition of assets material to Parent and its SubsidiariesSignature, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000)party, or any merger or consolidation with any third party, by Parent or any SubsidiarySignature; (gh) entry by Parent Signature into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiaryperson; or (hi) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting Other than in connection with or arising out of this Agreement and the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof or as transactions contemplated by this Agreementhereby, since June 30December 31, 19992005, (i) Parent the Company and its Subsidiaries have conducted their business respective businesses in all material respects only in the ordinary course of business and (ii) consistent with past practice. Since December 31, 2005, other than as set forth in Section 3.9 of the Company Disclosure Schedule, there has not been: been (ai) a Company Material Adverse Effect nor have any events occurred that, either individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of the capital stock of Parent, the Company or any repurchase, redemption or other acquisition by Parent or any Subsidiary of its Subsidiaries (other than dividends or distributions payable only to the Company or another Subsidiary), (iii) any wholly-owned Subsidiary) of Parent split, combination or reclassification of any outstanding of the capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the capital stock or other equity securities of, or other ownership interests in, Parent or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent Company or any Subsidiary of its Subsidiaries, (other than any wholly-owned Subsidiary) of Parent; (c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate; (div) any change in any method of accounting methods, principles or accounting practice practices by Parent or any Subsidiary of Parentthe Company, except for changes required by changes in GAAP, (v) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries whether or not covered by insurance, (vi) any amendment, extension or termination of any Company Plan, entry into a new Company Plan, any increase in the compensation payable to or to become payable to or the benefits provided to any current or former director, officer or employee, any contribution to any Company Plan, any loan or advance of money or other property to any current or former director, officer or employee of the Company or any of its Subsidiaries other than (A) any such change contributions to a Company Plan that are regularly scheduled contributions or are required by reason of a change in GAAP; (e) issuance of Parent Securities other than pursuant to options outstanding as the terms of June 30such Company Plan or by Applicable Law, 1999 (B) any such loan or advance of money or other property for travel and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto); (f) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory expense advances made in the ordinary course of business consistent with past practice, (C) any such increases in salary or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties wages in the ordinary course of business where consistent with past practice or (D) as described in the aggregate cost Company’s proxy statement for the Annual Meeting of all such acquisitions and dispositions does not exceed $10,000,000)Stockholders on May 31, 2006 or any merger (vii) agreed, authorized or consolidation with any third party, by Parent or any Subsidiary; (g) entry by Parent entered into any joint venture, partnership or similar agreement commitment with respect to any person other than a wholly-owned Subsidiary; or of the actions described in clauses (h) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreementii)-(vi).

Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting Except as set forth in Section 2.6 of the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof Company Disclosure Schedule or as otherwise contemplated by this Agreement, since June 30December 31, 19991998, (i) Parent the Company and its Subsidiaries have conducted their business respective businesses in the ordinary course consistent with past practice and there has not occurred a material adverse change in the Company and its Subsidiaries, taken as a whole, excluding for such purposes, (i) any change resulting from general economic, financial or market conditions, (ii) any change resulting from conditions or circumstances generally affecting the businesses or industries, as a whole, in which the Company and/or its Subsidiaries operate and (iii) any change resulting from the entering into of this Agreement with the Buyer. Except as set forth in Section 2.6 of the Company Disclosure Schedule or as other wise contemplated by this Agreement, since December 31, 1998, the Company and its Subsidiaries have: (a) not amended its certificate of incorporation or bylaws; (b) not issued, delivered, sold, pledged, disposed of or encumbered, or authorized or committed to the issuance, sale, pledge, disposition or encumbrance of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any kind of other ownership interest in, the Company (including, but not limited to, stock appreciation rights or phantom stock); (c) except with respect to the Preferred Stock, not declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or any security or right exchangeable or exercisable for, or convertible into, its capital stock; (d) not reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock, or any security or right exchangeable or exercisable for, or convertible into, its capital stock; (e) other than in the ordinary course of business and consistent with past practice, not (iii) there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parent, or any repurchase, redemption or other acquisition by Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent or of any Company Securities; (b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent; (c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent of incurred any indebtedness for borrowed money money; (ii) made any capital expenditures in excess of an aggregate of $10 million; (iii) sold or disposed of any other than borrowings under existing short term credit facilities not their properties or assets having a value individually or in the aggregate in excess of $100,000 in 500,000; (iv) except as has been required by contractual obligations, made any loans, advances or capital contributions to, or investments in, any other Person on behalf of the aggregate; Company or (dv) made any change in any method of their accounting or accounting practice by Parent or any Subsidiary methods and practices of Parenttheir business, except for any such change as required by reason of a change changes in GAAP; (ef) issuance of Parent Securities other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto)consistent with past practice, not entered into, amended or terminated any Material Contracts; (fg) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory other than in the ordinary course of business and consistent with past practice, not changed the employment arrangements with its senior executive officers (including hiring, termination, promotion or relocation), entered into or amended any acquisition employment, severance, termination or disposition other similar agreement, adopted or amended any new employee benefit plan, program, agreement or arrangement that would otherwise constitute an employee benefit plan, or made any loans to any of capital stock its officers, directors, employees, agents or consultants or made any changes in its existing borrowing or lending arrangements for or on behalf of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent or any Subsidiary; (g) entry by Parent into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiarypersons; orand (h) any authorization ofnot agreed, committed, or commitment adopted any plan or agreement proposal to take any of, of the foregoing actions except as otherwise permitted by this Agreementset forth in clauses (a) through (g) above.