Affirmative Covenants of the Company and the Stockholders. The Company and the Stockholders hereby covenant and agree that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or as set forth on Schedule 5.01 to the Disclosure Schedule or consented to in writing by Parent, the Company will, and the Stockholders will use their reasonable best efforts to cause the Company, (a) to operate in the ordinary and usual course of business and consistent with past practices and use their best efforts to preserve the goodwill of the Company and of its employees, customers, suppliers, Governmental Entities and others having business dealings with the Company; (b) to maintain all insurance policies and all Company Permits that are required for the Company to carry on its business; (c) not to take or permit any action that would cause the conditions on the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled, including, without limitation, by taking or causing to be taken any action that would cause the representations and warranties made by the Stockholders in this Agreement not to be true and correct in any material respect; (d) not to increase the compensation payable to or to become payable to any stockholder, director, or officer of the Company; (e) except as contemplated by this Agreement, not to grant any severance or termination pay (other than pursuant to the normal severance policy of the Company as in effect on the Latest Balance Sheet Date) to, or enter into or amend any employment or severance agreement with, any stockholder, director, officer, or employee of the Company; (f) not to establish, adopt, or enter into any employee benefit plan or arrangement; (g) not to amend in any respect, or take any other actions with respect to, any of the Employee Plans or any of the plans, programs, agreements, policies, or other arrangements described in Section 3.10; (h) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; (i) not to redeem, purchase, or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants, or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (j) effect any reorganization or re-capitalization; (k) split, combine, or reclassify any of its capital stock or issue or authorize or propose...
Affirmative Covenants of the Company and the Stockholders. 2.1 Board Representation and Voting Agreement of the Shares 2.2 Specified Actions 2.3 Financial Covenants 2.4 Sale of the Company 2.5 Supplementary Bonus Program ARTICLE III - PREEMPTIVE RIGHTS
Affirmative Covenants of the Company and the Stockholders. 2.1 BOARD REPRESENTATION AND VOTING AGREEMENT OF THE SHARES. --------------------------------------------------------
Affirmative Covenants of the Company and the Stockholders
