Common use of Activities Until Effective Time Clause in Contracts

Activities Until Effective Time. From the date of this Agreement to the Effective Time, except as described on Exhibit 5.1, the Company will, and will cause each of its subsidiaries to, except with the written consent of Acquisition and the Company: (a) Operate its business in the ordinary course and in a manner consistent with the manner in which it is being operated at the date of this Agreement. (b) Take all reasonable steps available to it to maintain the goodwill of its business and, except as otherwise requested by Acquisition, the continued employment of its executives and other employees. (c) At its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other unavoidable casualty. (d) Not make any borrowings other than borrowings in the ordinary course of business under working capital lines which are disclosed in the notes to the consolidated balance sheet at March 31, 1998 included in the 1998 10-K or the consolidated balance sheet at September 30, 1998 included in the September 10-Q. (e) Not enter into any contractual commitments involving capital expenditures, loans or advances, and not voluntarily incur any contingent liabilities, except in each case in the ordinary course of business. (f) Not redeem or purchase any of its stock and not declare or pay any dividends, or make any other distributions or repayments of debt to its stockholders (other than payments by subsidiaries of the Company to the Company or to other wholly owned subsidiaries of the Company). (g) Not make any loans or advances (other than advances for travel and other normal business expenses) to stockholders, directors, officers or employees. (h) Maintain its books of account and records in the usual manner, in accordance with GAAP applied on a consistent basis, subject to normal year-end adjustments and accruals. (i) Comply in all material respects with all applicable laws and regulations of governmental agencies. (j) Not sell, dispose of or encumber any property or assets, or engage in any activities or transactions, except in each case in the ordinary course of business. (k) Not enter into or amend any employment, severance or similar agreements or arrangements, or increase the salaries of any employees, other than through normal annual merit increases averaging not more than 10%. (l) Not adopt, become an employer with regard to, or amend any employee compensation, employee benefit or post-employment benefit plan. (m) Not amend its certificate of incorporation or by-laws. (n) Not (i) issue or sell any of its stock (except upon exercise of options which are outstanding on the date of this Agreement) or any options, warrants or convertible or exchangeable securities or (ii) split, combine, or reclassify its outstanding stock.

Activities Until Effective Time. From the date of this Agreement to the Effective Time, except as described on Exhibit 5.1, the Company will, and will cause each of its subsidiaries to, except with the written consent of Acquisition and the CompanyAcquisition: (a) Operate its business in the ordinary course and in a manner consistent with the manner in which it is being operated at the date of this Agreement. (b) Take all reasonable steps available to it to maintain the goodwill of its business and, except as otherwise requested by Acquisition, the continued employment of its executives and other employees. (c) At its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other unavoidable casualty. (d) Not make any borrowings other than borrowings in the ordinary course of business under working capital lines which are disclosed in the notes to the consolidated balance sheet at March 31, 1998 included in the 1998 10-K or the consolidated balance sheet at September 30, 1998 included in the September 10-Q. (e) Not enter into any contractual commitments involving capital expenditures, loans or advances, and not voluntarily incur any contingent liabilities, except in each case in the ordinary course of business. (f) Not redeem or purchase any of its stock and not declare or pay any dividends, or make any other distributions or repayments of debt to its stockholders (other than payments by subsidiaries of the Company to the Company or to other wholly owned subsidiaries of the Company). (g) Not make any loans or advances (other than advances for travel and other normal business expenses) to stockholders, directors, officers or employees. (h) Maintain its books of account and records in the usual manner, in accordance with GAAP applied on a consistent basis, subject to normal year-end adjustments and accruals. (i) Comply in all material respects with all applicable laws and regulations of governmental agencies. (j) Not sell, dispose of or encumber any property or assets, or engage in any activities or transactions, except in each case in the ordinary course of business. (k) Not enter into or amend any employment, severance or similar agreements or arrangements, or increase the salaries of any employees, other than through normal annual merit increases averaging not more than 105%. (l) Not adopt, become an employer with regard to, or amend any employee compensation, employee benefit or post-employment benefit plan. (m) Not amend its certificate of incorporation or by-laws. (n) Not (i) issue or sell any of its stock (except upon exercise of options which are outstanding on the date of this Agreement) or any options, warrants or convertible or exchangeable securities or (ii) split, combine, or reclassify its outstanding stock.

Activities Until Effective Time. From the date of the Original Merger Agreement to the date of this Agreement, the Company has acted, and has caused each of its subsidiaries 26 to act, as described in subparagraphs (a) through (o) below. In addition, from the date of this Agreement to until the Effective Time, except as described on Exhibit 5.1, the Company willwill continue to, and will continue to cause each of its subsidiaries to, except with the written consent of Acquisition and the Company: (a) Operate its business in the ordinary course and in a manner consistent with the manner in which it is being operated at the date of this Agreement. (b) Take all reasonable steps available to it to maintain the goodwill of its business and, except as otherwise requested by Acquisition, the continued employment of its executives and other employees. (c) At its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other unavoidable casualty. (d) Not make any borrowings other than borrowings in the ordinary course of business under working capital lines which are disclosed in the notes to the consolidated balance sheet at March 31, 1998 included in the 1998 10-K or the consolidated balance sheet at September 30, 1998 included in the September 10-Q. (e) Not enter into any contractual commitments involving capital expenditures, loans or advances, and not voluntarily incur any contingent liabilities, except in each case in the ordinary course of business. (f) Not redeem or purchase any of its stock and not declare or pay any dividends, or make any other distributions or repayments of debt to its stockholders (other than payments by subsidiaries of the Company to the Company or to other wholly owned subsidiaries of the Company). (g) Not make any loans or advances (other than advances for travel and other normal business expenses) to stockholders, directors, officers or employees. (h) Maintain its books of account and records in the usual manner, in accordance with GAAP applied on a consistent basis, subject to normal year-end adjustments and accruals. (i) Comply in all material respects with all applicable laws and regulations of governmental agencies. (j) Not sell, dispose of or encumber any property or assets, or engage in any activities or transactions, except in each case in the ordinary course of business. (k) Not enter into or amend any employment, severance or similar agreements or arrangements, or increase the salaries of any employees, other than through normal annual merit increases averaging not more than 10%. (l) Not adopt, become an employer with regard to, or amend any employee compensation, employee benefit or post-employment benefit plan. (m) Not amend its certificate of incorporation or by-laws. (n) Not (i) issue or sell any of its stock (except upon exercise of options which are outstanding on the date of this Agreement) or any options, warrants or convertible or exchangeable securities or (ii) split, combine, or reclassify its outstanding stock. (o) Not authorize or enter into any agreement to take any of the actions referred to in subparagraphs (a ) through (n) above.

Activities Until Effective Time. From the date of this Agreement to the Effective Time, except as described on Exhibit 5.1, the Company will, and will cause each of its subsidiaries to, except with the written consent of Acquisition and the CompanyAcquisition: (a) Operate its business in the ordinary course and in a manner consistent with the manner in which it is being operated at the date of this Agreement. (b) Take all reasonable steps available to it to maintain the goodwill of its business and, except as otherwise requested by Acquisition, the continued employment of its executives and other employees. (c) At its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other unavoidable casualty. (d) Not make any borrowings other than borrowings in the ordinary course of business under working capital lines which are disclosed in the notes to the consolidated balance sheet at March January 31, 1998 1999 included in the 1998 1999 10-K or the consolidated balance sheet at September 30August 1, 1998 1999 included in the September August 10-Q. (e) Not enter into any contractual commitments involving capital expenditures, loans or advances, and not voluntarily incur any contingent liabilities, except in each case in the ordinary course of business. (f) Not redeem or purchase any of its stock and not declare or pay any dividends, or make any other distributions or repayments of debt to its stockholders (other than payments by subsidiaries of the Company to the Company or to other wholly owned subsidiaries of the Company). (g) Not make any loans or advances (other than advances for travel and other normal business expenses) to stockholders, directors, officers or employees. (h) Maintain its books of account and records in the usual manner, in accordance with GAAP applied on a consistent basis, subject to normal year-end adjustments and accruals. (i) Comply in all material respects with all applicable laws and regulations of governmental agencies. (j) Not sell, dispose of or encumber any property or assets, or engage in any activities or transactions, except in each case in the ordinary course of business. (k) Not enter into or amend any employment, severance or similar agreements or arrangements, or increase the salaries of any employees, other than through normal annual merit increases averaging not more than 105%. (l) Not adopt, become an employer with regard to, or amend any employee compensation, employee benefit or post-employment benefit plan. (m) Not amend its certificate of incorporation or by-laws. (n) Not (i) issue or sell any of its stock (except upon exercise of options which are outstanding on the date of this Agreement or in accordance with the Company's Stock Purchase Plan as in effect on the date of Agreement) or any options, warrants or convertible or exchangeable securities or (ii) split, combine, or reclassify its outstanding stock. (o) Not authorize or enter into any agreement to take any of the actions referred to in subparagraphs (a) through (n) above.