Common use of Affirmative and Negative Covenants of the Company Clause in Contracts

Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (i) the date this Agreement is terminated pursuant to Article VII and (ii) the Closing Date (such period, the “Pre-Closing Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement or set forth on Schedule 6.1(a), each Atlas Company shall operate its business in the Ordinary Course of Business (including with respect to their business relationships with customers, suppliers and others with whom such Atlas Company has a business relationship), and each Atlas Company shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 if such action had been taken after the date of the Latest Balance Sheet and prior to the date of this Agreement; provided, that, notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall (A) give the Buyer Group, directly or indirectly, the right to control or direct in any manner the operations of the Atlas Companies prior to the Closing; (B) prohibit or restrict any Atlas Company’s ability to make withdrawals, borrow funds or make payments or pre-payments under any agreement related to Indebtedness (1) in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or any revolving line of credit or similar facility provided for thereunder, in each case prior to 12:01 a.m. on the Closing Date; (C) prohibit or restrict any Atlas Company from hiring or terminating (i) any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas Companies; (D) prohibit or restrict any Atlas Company from making capital expenditures in the Ordinary Course of Business; (E) restrict the ability of any Atlas Company to declare or pay any Cash dividends or distributions prior to 12:01 a.m. on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000.

Affirmative and Negative Covenants of the Company. From 6.1 Affirmative Covenants in respect of the date hereof until Company. The Company hereby covenants and agrees with Purchaser that the earlier Company will, for so long as the Note is outstanding: (a) duly and punctually pay or cause to be paid to Purchaser the principal amount of the Note, interest accrued thereon, in each case payable thereon on the dates, at the places, in the currency, and in the manner specified herein; (b) use the net proceeds received by the Company from the issuance of the Note: A. first, to complete modification, installation, testing and permitting of steam generation facility; conduct 3D seismic acquisition, reprocessing and interpretation of data, and complete initial steam injection cycle on five (5) new vertical xxxxx; and B. second, after completing, adequately providing for or reserving for payment of the items set forth in clause (i) above to the reasonable satisfaction of Purchaser, other general corporate purposes and general working capital of the Company and its Subsidiaries; (c) subject to the express provisions hereof, carry on and conduct or shall cause to be carried on and conducted its business and the business of its Subsidiaries in a reasonably proper manner and shall keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Subsidiaries all in accordance with GAAP for itself and its Subsidiaries, and the Subsidiaries shall continue to be direct or indirect wholly-owned Subsidiaries of the Company; (d) furnish to Purchaser: A. a copy of the consolidated financial statements, whether annual or interim, of the Company and any report of the Company’s auditors thereon at substantially the same time as such financial statements are filed with the SEC; provided, that for so long as the Company is required to file SEC Reports under the Exchange Act, the requirements of this subsection (d) shall be satisfied by the posting of such information on XXXXX; B. a production report within 30 days after the end of each calendar month, setting forth the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for such calendar month from the oil and gas properties subject to a Deed of Trust, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month; C. a compliance statement executed by the Chief Executive Officer of the Company with respect to the Company’s compliance with the use of proceeds and the status of the completion of the projects as set forth in Section 6.1(b)(i), including, without limitation, certification that sufficient proceeds are available to complete such projects as contemplated in accordance with the business objectives; and D. such other information regarding the operations, business affairs and financial condition of the Company or any of its Subsidiaries or compliance with the terms of this Agreement or any other Transaction Document, as the Purchaser may reasonably request. (e) subject to the express provisions hereof, maintain, and cause each of its Subsidiaries to maintain, its respective corporate existence; (f) maintain, and cause each of its Subsidiaries to maintain, insurance with reputable insurance companies or associations with respect to its properties and business, in such amounts and covering such risks as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated; (g) cause each of the Company and its Subsidiaries to, from time to time, pay or cause to be paid all taxes, rates, levies, assessments (ordinary or extraordinary), government fees or dues lawfully levied, assessed or imposed upon or in respect of its respective property or any part thereof or upon its income and profits as and when the same become due and payable and to withhold and remit any amounts required to be withheld by it from payments due to others and remit the same to any government or agency thereof, and it shall exhibit or cause to be exhibited to Purchaser, upon the written request of Purchaser, the receipts and vouchers establishing such payment and shall duly observe and conform to all applicable requirements of any governmental authority relative to any of the property or rights of the Company and of its Subsidiaries and all covenants, terms and conditions upon or under which any such property or rights are held; provided, however, that each of the Company and its Subsidiaries shall have the right to contest in good faith and diligently by legal proceedings any such taxes, rates, levies, assessments, government fees or dues, and during such contest, may deliver or defer payment or discharge thereof; (h) with respect to an Area of Mutual Interest (“AMI”), defined to be Sections 25, 26, 35, and 36 of Township 29 South, Range 00 Xxxx Xxxxx Xxxxxx Xxxx xxx Xxxxxxxx, Xxxx Xxxxxx, California, the following shall apply: (A) All oil and gas leaseholds and producing properties obtained hereafter by Company or its Subsidiaries within the AMI shall be subject to the terms of this Section 6(h) and shall be acquired subject to an overriding royalty to be conveyed by Company or its Subsidiaries to Purchaser as described below. The overriding royalty described below shall not apply to the leases set forth in that certain Assignment of Overriding Royalty Interests dated of even date herewith between Tri-Valley Oil & Gas Co. and Purchaser; (B) An overriding royalty equal to 1.0% of 100% (or 0.0100000) to Purchaser of the proceeds of hydrocarbons sold by Company or its Subsidiaries from lands so acquired by Company or its Subsidiaries within the AMI by executing and delivering to the Purchaser an assignment in the form of Exhibit H attached hereto within ten (10) business days from the date this Agreement any such lease is terminated pursuant entered into by Company or its Subsidiaries as lessee; provided, however, the (i) Company shall at no time have an obligation to Article VII enter into any leases within the AMI; and (ii) the Closing Date assignment is not in violation of any terms of any agreement to which the lands covered by assignment are subject to; and (C) Notwithstanding the foregoing, at any time Company or its Subsidiaries may release any lease or property within the AMI, or any part thereof, or allow any such periodlease or property any part thereof to revert or to terminate at will, or amend at will any lease or agreement governing such lease or property. Further, Company and its Subsidiaries shall be under no obligation to keep any a leasehold or property within the “Pre-Closing Period”AMI in effect whether or not such leasehold or property is subject this subsection (h), unless Parent shall otherwise consent in writing ; and (which consent shall not be unreasonably withheld, delayed i) (i) cause each Subsidiary of the Company acquired or conditioned) and except as otherwise contemplated or permitted by this Agreement or set forth on Schedule 6.1(a), each Atlas Company shall operate its business in the Ordinary Course of Business (including with respect to their business relationships with customers, suppliers and others with whom such Atlas Company has a business relationship), and each Atlas Company shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 if such action had been taken created after the date of the Latest Balance Sheet this Agreement (each, a “Supplemental Guarantor”) to become a Guarantor by executing and prior delivering to the date Purchaser the form of this Agreement; provided, that, notwithstanding anything in this Assumption Agreement (Guaranty) attached as Annex 1 to the contraryGuaranty promptly after acquisition or creation of such Subsidiary, nothing contained and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in this Agreement Section 1.3(j). With respect to each such Supplemental Guarantor, the Company shall promptly send to Purchaser (A) give written notice setting forth with respect to such Person the Buyer Group, directly or indirectly, the right to control or direct in any manner the operations date on which such Person became a Subsidiary of the Atlas Companies prior to the Closing; Company, (B) prohibit or restrict any Atlas Company’s ability all of the data with respect to make withdrawalsthe ownership of such Subsidiary, borrow funds or make payments or pre-payments under any agreement related to Indebtedness and (C) a pledge by the appropriate Person (1) of all of the equity interests of each Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the equity interests of such entity, together with an appropriate undated stock power for each certificate duly executed in an aggregate amount not to exceed $10,000,000, blank by the registered owner thereof) and (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding execute and guarantee arrangements or (3) under the Credit Agreement or any revolving line of credit or similar facility provided for thereunder, in each case prior to 12:01 a.m. on the Closing Date; (C) prohibit or restrict any Atlas Company from hiring or terminating (i) any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (deliver such other additional documents and certificates as determined shall reasonably be requested by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas Companies; (D) prohibit or restrict any Atlas Company from making capital expenditures in the Ordinary Course of Business; (E) restrict the ability of any Atlas Company to declare or pay any Cash dividends or distributions prior to 12:01 a.m. on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000Purchaser.

Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (ix) the date this Agreement is terminated pursuant to Article VII VI and (iiy) the Closing Date (such period, the “Pre-Closing Period”), unless Parent Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) ), and except as otherwise expressly contemplated or permitted by this Agreement or Agreement, including as set forth on the Interim Covenants Schedule 6.1(a)or in connection with the Security Services Separation, each Atlas member of the Company Group shall operate its business the Business in the Ordinary Course of Business (including with respect to their business relationships with customers, suppliers and others with whom such Atlas Company has a business relationship), and each Atlas member of the Company Group shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 (other than clauses (c), (d) or (f) therein) if such action had been taken after the date of the Latest Balance Sheet Lookback Date and prior to the date of this Agreement; and shall not directly or indirectly: (i) enter into any transaction with the Seller or any Affiliate thereof (excluding the Company and the Company Subsidiaries), other than the reimbursement of expenses of any Affiliate of the Seller in the Ordinary Course of Business; (ii) enter into any Contract that would be a Material Contract if entered into prior to the date of this Agreement (or amend, terminate or materially modify such Contract), in each case other than in the Ordinary Course of Business; (iii) make or commit to make any capital expenditure in excess of the Company’s capital expenditure budget contained in the file titled “Project Archimedes – Projection Model” previously provided to Buyer and attached to the Interim Covenants Schedule; except any capital expenditure that is not excess of $5 million individually or $10 million in the aggregate; (iv) make any material changes to its Privacy Policies or the operation or security of the IT Assets used in the Business, except in each case, in the Ordinary Course of Business or as required by applicable Law; (v) recognize any Labor Union as the representative of any of the Company Employees, or entered into any collective bargaining agreement or other Contract with any Labor Union except as required by applicable Law; (vi) (A) make, change or revoke any entity classification or other material election in respect of Taxes, (B) adopt or change any material Tax accounting method or account period of any member of the Company Group, (C) surrender any right to claim a refund of material Taxes, (D) settle or compromise any material Tax claim or assessment, (E) consent to any settlement or extension or waiver of the limitations period applicable to any material Tax claim or assessment, (F) request any ruling from, or initiate or enter into any voluntary disclosure with, a Taxing Authority, (G) enter into any “closing agreement” with any Taxing Authority with respect to material Taxes or (H) file any materially amended Tax Return; (vii) adopt, terminate, or materially amend or modify any Employee Benefit Plan or any plan, program, arrangement, practice or agreement that would be an Employee Benefit Plan if it were in existence on the date thereof, except for (A) amendments to Employee Benefit Plans made in the Ordinary Course of Business that do not materially increase the expense of maintaining such plan and (B) establishing or adopting Employee Benefit Plans in the Ordinary Course of Business in connection with the Company’s open enrollment procedures; (viii) except as required by applicable Law or the terms of an Employee Benefit Plan in effect as of the date hereof: (A) increase the compensation (including base salary, commissions, bonus, and other forms of cash compensation) of any current or former employee, director or individual independent contractor of any member of the Company Group, other than base salary increases for employees with total annual compensation of less than $300,000 made in the Ordinary Course of Business, (B) grant any rights to severance or termination pay to any current or former employee, director or independent contractor of any member of the Company Group, (C) hire any employee with an annual base salary in excess of $300,000, (D) terminate any employee with an annual base salary in excess of $300,000, other than for cause, (E) take any action to accelerate the vesting, funding or payment of any benefit or payment to any current or former employee, director or independent contractor of any member of the Company Group or (F) make or forgive any loans to any current or former employee, director or independent contractor of any member of the Company Group in excess of $100,000; provided, that, notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall shall: (Ai) give the Buyer GroupBuyer, directly or indirectly, the right to control or direct in any manner the operations of the Atlas Companies Company Group prior to the Closing; (Bii) prohibit or restrict any Atlas Companymember of the Company Group’s ability to make withdrawals, borrow funds or make payments or pre-payments under any existing agreement related to Indebtedness (1) in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or including any revolving line of credit or similar facility provided for thereunder, in each case prior to 12:01 a.m. on the Closing Date); (C) prohibit or restrict any Atlas Company from hiring or terminating (i) any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas Companies; (D) prohibit or restrict any Atlas Company from making capital expenditures in the Ordinary Course of Business; (Eiii) restrict the ability of any Atlas member of the Company Group to declare or pay any Cash cash dividends or distributions prior to 12:01 a.m. on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000Closing.

Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (i) the date this Agreement is terminated pursuant to Article VII and (ii) the Closing Date (such period, the “Pre-Closing Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed) and except as otherwise contemplated or permitted by this Agreement or set forth on Schedule 6.1(a)Agreement, each Atlas Alta Company shall operate its business in the Ordinary Course of Business (including with respect and use commercially reasonable efforts to preserve intact their business relationships with customers, suppliers and others with whom such Atlas Alta Company has a business relationship), and each Atlas Alta Company shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 if such action had been taken after the date of the Latest Balance Sheet and prior to the date of this Agreement; provided, that, that notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall (A) give the Buyer GroupParent, directly or indirectly, the right to control or direct in any manner the operations of the Atlas Alta Companies prior to the Closing; (B) prohibit or restrict any Atlas Alta Company’s ability to make withdrawals, withdrawals or borrow funds or make payments or pre-payments under any agreement related to Indebtedness (1) equipment floor plan and credit lines in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or any revolving line Ordinary Course of credit or similar facility provided for thereunder, in each case Business prior to 12:01 a.m. on the Closing Date; (C) prohibit or restrict any Atlas Alta Company from hiring or terminating (i) the employment of any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas CompaniesBusiness; (D) prohibit or restrict any Atlas Alta Company from making capital expenditures in the Ordinary Course of Business; (E) prohibit or restrict any Alta Company from entering into agreements with customers or vendors in the Ordinary Course of Business; or (F) restrict the ability of any Atlas Alta Company to declare or pay any Cash dividends or distributions prior to 12:01 a.m. other than as set forth on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000Schedule 6.1(a)(ii)(E).

Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (ix) the date this Agreement is terminated pursuant to Article VII VIII and (iiy) the Closing Date (such period, the “Pre-Closing Period”)Date, unless Parent Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except for the transactions contemplated by the Reorganization Agreements, the Hillstone Asset Assignment, the IP Assignment or as otherwise contemplated or permitted by this Agreement or set forth on Schedule 6.1(a)Agreement, including as permitted by Section 7.12, each Atlas member of the Company Group shall operate its business in the Ordinary Course of Business (including with respect to their business relationships with customers, suppliers and others with whom such Atlas no member of the Company has a business relationship), and each Atlas Company Group shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 if such action had been taken after the date of the Latest Balance Sheet and prior to the date of this Agreement; provided, provided that, notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall shall: (A) give the Buyer GroupBuyer, directly or indirectly, the right to control or direct in any manner the operations of any member of the Atlas Companies Company Group prior to the Closing; (B) prohibit or restrict any Atlas Companymember of the Company Group’s ability to make withdrawals, borrow funds or make payments or pre-payments under any agreement related to Indebtedness (1) in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or including any revolving line of credit or similar facility facility) or to incur any additional Indebtedness for Borrowed Money (including any GGC Permitted Funding provided that Seller Representative shall provide Buyer written notice of such GGC Permitted Funding promptly after the funding thereof) for thereunder, in each case prior purposes of funding (without any obligation to 12:01 a.m. incur) any Post-Effective Time Reimbursable Capital Expenditures for the applicable calendar quarter attributable thereto as set forth on the Closing DatePost-Effective Time Reimbursable Matters Schedule; (C) prohibit or restrict any Atlas member of the Company Group from hiring or terminating (i) the employment of any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas CompaniesBusiness; (D) prohibit or restrict any Atlas member of the Company Group from making capital expenditures Capital Expenditures in the Ordinary Course of Business, any Post-Effective Time Reimbursable Capital Expenditures for the applicable calendar quarter attributable thereto as set forth on the Post-Effective Time Reimbursable Matters Schedule or any other Permitted Capital Expenditures; (E) restrict the ability of any Atlas member of the Company Group to declare or pay any Cash dividends or distributions prior to 12:01 a.m. on the Closing Dateprovided that Seller Representative shall have provided Buyer prior written notice of any such dividend or distribution; or (F) prohibit or restrict any Atlas issuance of Equity Interests in any member of the Company from entering into, amending Group to Hillstone Parent or terminating any Lease other member of the Company Group to the extent attributable to any cash capital contributions made by Hillstone Parent or on behalf of Hillstone Parent as described in the Ordinary Course definition of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000“Post-Effective Time Capital Contribution Reimbursement Amount.”

Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (i) the date this Agreement is terminated pursuant to Article VII IX and (ii) the Closing Date (such period, the “Pre-Closing Period”), unless Parent Vistas shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement or the other Transaction Documents or as set forth on Schedule 6.1(a6.3(a), the Company will, and will cause each Atlas other Anghami Company, Pubco, Vistas Merger Sub and Anghami Merger Sub and their respective Affiliates to, (A) conduct their respective businesses, in all material respects, in the Ordinary Course of Business, (B) comply in all material respects with all Laws applicable to the Anghami Companies, Pubco, Vistas Merger Sub and Anghami Merger Sub and their respective businesses, assets and employees, and (C) take commercially reasonable measures to preserve intact, in all material respects, their respective business organizations,; in each case other than as set forth in clauses (i) – (xxiii) below. Without limiting the generality of the foregoing, and except as contemplated by the terms of this Agreement or the other Transaction Agreements or as set forth on Schedule 6.3(a), during the Pre-Closing Period, without the prior written consent of Vistas (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company, Pubco, Vistas Merger Sub or Anghami Merger Sub shall, and each shall cause its Subsidiaries to not, except as otherwise contemplated by this Agreement: (i) amend, waive or otherwise change, in any respect, its Governing Documents, except as required by applicable Law; (ii) other than grants of stock options or other equity awards to employees in the Ordinary Course of Business, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $200,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the Ordinary Course of Business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $200,000 individually or $500,000 in the aggregate in the aggregate; (v) increase the wages, salaries or compensation of its employees other than in the Ordinary Course of Business, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company shall operate Employee Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Employee Benefit Plans or in the Ordinary Course of Business; (vi) change or rescind any material election relating to Taxes, settle, in a manner that requires a material amount of Taxes to be owed by an Anghami Company, any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any material amended Tax Return or material claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with IFRS; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Intellectual Property owned, licensed by, licensed to, or otherwise used or held for use by any Anghami Company (excluding non-exclusive licenses to Anghami Company customers in the Ordinary Course of Business), or disclose to any Person who has not entered into a confidentiality agreement any trade secrets; (viii) amend, terminate, or waive or assign any material right under, any Material Contract or enter into any Contract that would be a Material Contract, in any case outside of the Ordinary Course of Business; (ix) fail to maintain its books, accounts and records in all material respects in the Ordinary Course of Business; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with IFRS and after consulting with such Party’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Proceedings, Liabilities or obligations, unless such amount has been reserved in the Financial Statements or the consolidated financial statements of Pubco, as applicable; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the Ordinary Course of Business; (xvi) make capital expenditures in excess of the budget provided to Vistas to the extent such excess exceeds $500,000 in the aggregate; (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xix) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company, Pubco, Vistas Merger Sub or Anghami Merger Sub; (xx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Entity required to be obtained in connection with this Agreement; (xxi) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the Ordinary Course of Business; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Party (other than compensation and benefits and advancement of expenses, in each case, provided in the Ordinary Course of Business consistent with past practice); or (including with respect xxiii) authorize or agree to their business relationships with customers, suppliers and others with whom such Atlas Company has a business relationship), and each Atlas Company shall not take or omit to take do any action that would have required disclosure pursuant to Section 3.6 if such action had been taken after the date of the Latest Balance Sheet and prior to the date of this Agreement; provided, that, notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall (A) give the Buyer Group, directly or indirectly, the right to control or direct in any manner the operations of the Atlas Companies prior to the Closing; (B) prohibit or restrict any Atlas Company’s ability to make withdrawals, borrow funds or make payments or pre-payments under any agreement related to Indebtedness (1) in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or any revolving line of credit or similar facility provided for thereunder, in each case prior to 12:01 a.m. on the Closing Date; (C) prohibit or restrict any Atlas Company from hiring or terminating (i) any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas Companies; (D) prohibit or restrict any Atlas Company from making capital expenditures in the Ordinary Course of Business; (E) restrict the ability of any Atlas Company to declare or pay any Cash dividends or distributions prior to 12:01 a.m. on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000foregoing actions.