Common use of Approval of Certain Transactions Clause in Contracts

Approval of Certain Transactions. Except as specifically contemplated by this Agreement, without the prior written consent of Buyer, the Company will not, at any time between the Effective Date and the Closing Date, in the conduct of the Business: (a) incur or agree to incur any liability or obligation or enter into any agreement or transaction that cannot be canceled upon not more than 30 days notice other than in the ordinary course of the Company's operation of the Business and consistent with past practice; (i) mortgage, pledge or otherwise encumber or convey any similar interest in, any Assets or (ii) except in the ordinary course of the Company's operation of the Business and consistent with past practice, sell, lease or convey any interest in any Assets; (c) declare or pay any dividends or distribute cash or securities to its Stockholders, make any direct or indirect redemption, purchase or other acquisition of any of its capital structure, or issue any additional shares of its capital stock or permit any transfer, assignment, pledge or other alienation or encumbrance of any Shares; (d) make any capital expenditures in excess of $25,000 in the aggregate; (e) conduct the Business other than in the ordinary course; (f) waive or release any rights with respect to the Assets or the Business other than in the ordinary course of the Company's operation of the Business and consistent with past practice; (g) change its methods of accounting; (h) adopt or modify or pay any bonus, pension, profit sharing or other compensation plan or enter into or modify any Contract of, or terms and conditions of, employment other than: (i) offering and employing persons pursuant to at-will employment relationships and terminating employees in accordance with the exercise of prudent business judgment and the Company's policies and practices; and (ii) as set forth on Schedule 6.07; or (i) take any other action (A) which would result in an adverse change in the condition (financial or other), of the Company, the Business or the Assets or (B) which, if taken prior to the date hereof, would constitute a breach of any representation or warranty contained in Section 4 of this Agreement.

Approval of Certain Transactions. Except as specifically contemplated by this Agreement, without the prior written consent of Buyer, the Company Linkstar Corporation will not, at any time between from the Effective Date and date hereof through the Closing Date, in the conduct of the Business: (a) incur Incur or agree to incur any liability or obligation or enter into any agreement or transaction that cannot be canceled cancelled upon not more than 30 days notice other than thirty (30) days’ notice, except for Customer Contracts entered into in the ordinary course of the Company's operation of the Business and consistent with past practicebusiness; (ib) mortgage, pledge or otherwise encumber or convey any similar interest in, or take any action that would give rise to any Lien with respect to, any Linkstar Assets or (ii) except in the ordinary course of the Company's operation of the Business and consistent with past practice, sell, lease or convey any interest in any Linkstar Assets; (c) declare or pay any dividends or distribute cash or securities to its Stockholdersshareholders, make any direct or indirect redemption, purchase or other acquisition of any of its capital structure, or issue any additional shares of its capital stock stock, or permit any transfer, assignment, pledge or other alienation or encumbrance of any Sharesits capital stock; (d) make any capital expenditures in excess of $25,000 other than in the aggregateordinary course; (e) conduct the Business other than in the ordinary course; (f) waive or release any rights with respect to the Linkstar Assets or the Business other than in the ordinary course of the Company's operation of the Business and consistent with past practiceBusiness; (g) change its methods of accounting; (h) adopt or modify or pay any bonus, pension, profit sharing or other compensation plan or enter into or modify any Contract of, or terms and conditions of, employment other than: (i) than offering and employing persons pursuant to at-at will employment relationships and terminating employees in accordance with the exercise of prudent business judgment and the Company's in accordance with Seller’s policies and practices; and (ii) as set forth on Schedule 6.07; or (i) take any other action (A) which would have a Material Adverse Effect or result in an a material adverse change in the condition (financial or other), of the Company, the Business or the Linkstar Assets or (B) which, if taken prior to the date hereof, would constitute a breach of any representation or warranty contained in Section 4 of this Agreement.

Approval of Certain Transactions. Except as specifically -------------------------------- contemplated by this Agreement, without the prior written consent of Buyer, the Company Sellers will not, at any time between during the Effective Date and the Closing DateInterim Period, in the conduct of the Business: (a) incur or agree to incur any liability or obligation or enter into any agreement or transaction that which cannot be canceled cancelled upon not more than 30 sixty days notice other than in the ordinary course (60) notice, or which contains indemnity obligations of the Company's operation of the Business and consistent with past practiceany kind by either Seller; (ib) incur any additional indebtedness for capital or operating lease obligations or incur or agree to incur any other liability or obligation which would constitute an Assumed Liability; (c) fail to manage the Business' operations in a prudent, businesslike manner. (d) mortgage, pledge pledge, sell, lease, distribute, dispose of or otherwise encumber or convey any similar interest in, in any Purchased Assets or (ii) except other than sales of Inventory in the ordinary course of the Company's operation of the Business and consistent with past practice, sell, lease or convey any interest in any Assets; (c) declare or pay any dividends or distribute cash or securities to its Stockholders, make any direct or indirect redemption, purchase or other acquisition of any of its capital structure, or issue any additional shares of its capital stock or permit any transfer, assignment, pledge or other alienation or encumbrance of any Shares; (d) make any capital expenditures in excess of $25,000 in the aggregatebusiness; (e) conduct enter into any contract or commitment which includes obligations or disbursements of greater than $100,000 in connection with the Business other than in or the ordinary coursePurchased Assets; (f) waive or release any material rights with respect to the Purchased Assets or the Business other than in the ordinary course of the Company's operation of the Business and consistent with past practiceBusiness; (g) change its methods of accountingaccounting in respect of the Business; (h) except as required by an employment agreement listed in Schedule 3.3(j) or a collective agreement listed in Schedule 3.3(a) or by applicable law, adopt or modify or pay any bonus, pension, profit sharing or other compensation or employee benefit plan or enter into or modify any Contract of, or terms and conditions ofof employment, employment other than: (i) offering and employing persons pursuant in each case with respect to at-will employment relationships and terminating employees in accordance with the exercise of prudent business judgment and the Company's policies and practices; and (ii) as set forth on Schedule 6.07any Transferred Employees; or (i) take any other action (Ai) which would result in an adverse change in the condition (financial or other), of the Company, the Business or the Assets a Material -------- Adverse Change or (Bii) which, which if taken prior to the date hereof, hereof would constitute -------------- a breach of any representation or warranty in any material respect contained in Section 4 of this Agreement.