Common use of Business Changes Clause in Contracts

Business Changes. Since March 31, 2011 (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective Time, except as otherwise contemplated by this Agreement, the Company and each of the Company Subsidiaries has conducted its business only in the Ordinary Course of Business, and without limiting the generality of the foregoing: (a) Neither the Company nor any of the Company Subsidiaries has sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contracts, governmental restriction or Legal Requirement, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on the Company or any Company Subsidiary, as the case may require. (b) There have been no changes in the financial condition, business, net worth, assets, properties, operations, obligations or Liabilities of the Company or any of the Company Subsidiaries which, individually or in the aggregate, have resulted or could be expected (whether before or after the Effective Time) to result in a Material Adverse Effect on the Company or any of the Company Subsidiaries. (c) Neither the Company nor any of the Company Subsidiaries has issued, or authorized for issuance, any equity security, bond, note or other security. Neither the Company nor any of the Company Subsidiaries has granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any of the Company Subsidiaries, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, or otherwise. (d) None of the Company or any of the Company Subsidiaries has paid any Liability or discharged or satisfied any Lien, or settled any Liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities included in the Interim Balance Sheet and current Liabilities incurred since the date of such Interim Balance Sheet in the Ordinary Course of Business. (e) Neither the Company nor any of the Company Subsidiaries has declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any of its share capital. (f) Neither the Company nor any of the Company Subsidiaries has purchased, redeemed, or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capital. (g) None of the Company or any of the Company Subsidiaries has mortgaged, pledged, otherwise encumbered, or subjected to Lien any of its assets or properties, tangible or intangible, nor has the Company or any of the Company Subsidiaries committed itself to do any of the foregoing, except for Liens for current Taxes which are not yet due and payable and purchase money Liens or retention of title provisions arising out of the purchase or sale of products or services made in the Ordinary Course of Business. (h) Neither the Company nor any of the Company Subsidiaries has subdivided or consolidated or varied any rights of any shares in the Company or any of the Company Subsidiaries or agreed to do so. (i) None of the Company or any of the Company Subsidiaries has disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the Ordinary Course of Business, and in each case for a consideration at least equal to the book value of such asset or property, nor has the Company or any of the Company Subsidiaries leased or licensed to others (including officers and directors of the Company or any of the Company Subsidiaries), or agreed to so lease or license, any asset or property, nor has the Company or any of the Company Subsidiaries discontinued any product line or the production, sale, or other disposition of any of its products or services. (j) Neither the Company nor any of the Company Subsidiaries has purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Laws). (k) Neither the Company nor any of the Company Subsidiaries has made any expenditure or commitment for the purchase, acquisition, construction, or improvement of a capital asset, except in the Ordinary Course of Business. (l) Neither the Company nor any of the Company Subsidiaries has entered into any transaction or Contract, or made any commitment to do the same, except in the Ordinary Course of Business. (m) Neither the Company nor any of the Company Subsidiaries has waived any right or cancelled any debts or claims or voluntarily suffered any extraordinary losses other than in the Ordinary Course of Business. (n) Neither the Company nor any of the Company Subsidiaries has sold, licensed, assigned, transferred, or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company Intellectual Property other than non-exclusive licenses to Company Intellectual Property granted in the Ordinary Course of Business, and neither the Company nor any of the Company Subsidiaries has entered into any product development, technology or product sharing, or similar strategic arrangement with any other party. (o) Neither the Company nor any of the Company Subsidiaries has effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, or any other employee benefit plan or arrangement. (p) Neither the Company nor any of the Company Subsidiaries has paid or committed itself to pay to or for the benefit of any of its directors, officers, or employees any compensation of any kind other than wages, salaries, and benefits at times and rates in effect on December 31, 2010. (q) Neither the Company nor any of the Company Subsidiaries has effected or agreed to effect any change, including by way of hiring or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, employees, or consultants. (r) Neither the Company, nor the UK Subsidiary, nor any of the Additional Subsidiaries has proposed and is not currently committed to effect any amendment or modification of the Company Charter Documents, the UK Charter Documents, or the similar constituent or charter documents of any Additional Subsidiary. (s) Neither the Company nor any of the Company Subsidiaries has changed in any way its accounting methods or practices (including any change in depreciation or amortization polices or rates, or any changes in policies in making or reversing accruals). (t) Neither the Company nor any of the Company Subsidiaries has made any loan to any Person, nor has it guaranteed the payment of any loan or Indebtedness of any Person, except for (i) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course of Business and (ii) accounts receivable incurred in the Ordinary Course of Business. (u) Neither the Company nor any of the Company Subsidiaries has changed the prices or royalties set or charged by it to its customers. (v) No supplier, distributor, or customer of the Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company Subsidiaries. (w) None of the Company or any of the Company Subsidiaries is in negotiations or is committed to do any of the things described in the preceding clauses (a) to (v) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since March 31, 2011 the date of the Company Balance Sheet (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective Timeforth herein), except as otherwise contemplated by this AgreementAgreement or described in Schedule 2.6, the Company and each of the Company Subsidiaries has Subsidiary have conducted its business their businesses only in the Ordinary Course of Businessordinary and usual course and, and without limiting the generality of the foregoing: (a) Neither the Company nor any of the Company Subsidiaries Subsidiary has sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contractscontracts, governmental restriction or Legal Requirementregulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have result in a Material Adverse Effect on the Company or any Company Subsidiary, as the case may require. (b) There have been no changes in the condition (financial conditionor otherwise), business, net worth, assets, properties, operations, obligations obligations, liabilities (fixed or Liabilities contingent), or prospects of the Company or any of the Company Subsidiaries Subsidiary which, individually or in the aggregate, have resulted or could may be reasonably expected (whether before or after the Effective Time) to result in a Material Adverse Effect on the Company or any of the Company SubsidiariesSubsidiary. (c) Neither the Company nor any of the Company Subsidiaries Subsidiary has issued, or authorized for issuance, any equity security, bond, note or other security, except for shares of Company Common Stock issued upon the exercise of outstanding Company Options, except for shares of Company Common Stock and Company Options listed in Schedule 2.2, or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of Company Options). Neither the Company nor any of the Company Subsidiaries Subsidiary has granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any of the Company Subsidiariessuch Subsidiary, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, rights or otherwise, except for shares of Company Common issued upon the exercise of the Company Options. (d) None of Neither the Company nor any Subsidiary has incurred any additional debt for borrowed money, nor incurred any obligation or any liability (fixed, contingent, or otherwise) except in the ordinary and usual course of business and in no event greater than $15,000 on an individual basis. (e) Neither the Company Subsidiaries nor any Subsidiary has paid any Liability obligation or liability (fixed, contingent, or otherwise), or discharged or satisfied any Lienlien or encumbrance, or settled any Liabilityliability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities liabilities included in the Interim Company Balance Sheet and current Liabilities liabilities incurred since the date of such Interim the Company Balance Sheet in the Ordinary Course ordinary and usual course of Businessbusiness. (ef) Neither the Company nor any of the Company Subsidiaries Subsidiary has declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of its share capitalcapital stock. (fg) Neither the Company nor any of the Company Subsidiaries Subsidiary has purchased, redeemed, or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capitalcapital stock. (gh) None of Neither the Company or nor any of the Company Subsidiaries Subsidiary has mortgaged, pledged, otherwise encumbered, or subjected to Lien lien any of its assets or properties, tangible or intangible, nor has the Company or any of the Company Subsidiaries it committed itself to do any of the foregoing, except for Liens liens for current Taxes taxes which are not yet due and payable and purchase money Liens or retention of title provisions liens arising out of the purchase or sale of products or services made in the Ordinary Course ordinary and usual course of Businessbusiness. (hi) Neither the Company nor any of the Company Subsidiaries has subdivided or consolidated or varied any rights of any shares in the Company or any of the Company Subsidiaries or agreed to do so. (i) None of the Company or any of the Company Subsidiaries Subsidiary has disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the Ordinary Course ordinary and usual course of Businessbusiness, and in each case for a consideration at least equal to the book value of such asset or property, nor has the Company or any of the Company Subsidiaries Subsidiary leased or licensed to others (including officers and directors of the Company or any of the Company SubsidiariesCompany), or agreed so to so lease or license, any asset or property, except for the licensing of the Company's software to customers, distributors, and resellers in the ordinary course of business, nor has the Company or any of the Company Subsidiaries Subsidiary discontinued any product line or the production, sale, or other disposition of any of its products or services. (j) Neither the Company nor any of the Company Subsidiaries Subsidiary has purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Laws). (k) entity. Neither the Company nor any of the Company Subsidiaries Subsidiary has made any expenditure or commitment for the purchase, acquisition, construction, or improvement of a capital asset, except in the Ordinary Course ordinary and usual course of Businessbusiness, and the aggregate amount of all such expenditures and commitments made in the ordinary and usual course of business has not exceeded $25,000 for the Company and the Subsidiaries, taken as a whole. (lk) Neither the Company nor any of the Company Subsidiaries Subsidiary has entered into any transaction or Contractcontract, or made any commitment to do the same, except in the Ordinary Course ordinary and usual course of Business. business and not involving an amount in any case in excess of $15,000 (m) excluding agreements under which the obligation of payment or performance has been satisfied in full or which, if not satisfied, do not and will not have a Material Adverse Effect on the Company or any Subsidiary). Neither the Company nor any of the Company Subsidiaries Subsidiary has waived any right of substantial value or cancelled any debts or claims in excess of $15,000 or voluntarily suffered any extraordinary losses other than in the Ordinary Course ordinary and usual course of Businessbusiness. (nl) Neither the Company nor any of the Company Subsidiaries Subsidiary has sold, licensed, assigned, transferred, or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company Intellectual Property other than non-exclusive licenses Rights (as defined in Section 2.10), except for the licensing of software to Company Intellectual Property granted customers, distributors, and resellers in the Ordinary Course ordinary course of Businessbusiness, and neither the Company nor any of the Company Subsidiaries Subsidiary has entered into any product development, technology or product sharing, or similar strategic arrangement with any other party. (om) Neither Except as set forth in Section 1.6(e), neither the Company nor any of the Company Subsidiaries Subsidiary has effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, compensation or any other employee benefit plan or arrangement. (pn) Neither the Company nor any of the Company Subsidiaries Subsidiary has paid or committed itself to pay to or for the benefit of any of its directors, officers, employees, or employees shareholders any compensation of any kind other than wages, salaries, and benefits at times and rates in effect on December 31prior to June 30, 20101997 other than regularly scheduled increases for employees other than officers in the ordinary course of business for the period after June 30, 1997. (qo) Neither the Company nor any of the Company Subsidiaries Subsidiary has effected or agreed to effect any change, including by way of hiring or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, or key employees, or consultants. (rp) Neither Since April 10, 1997, the Company, nor the UK Subsidiary, nor any of the Additional Subsidiaries Company has proposed and is not currently effected or committed itself to effect any amendment or modification of its Certificate of Incorporation or Bylaws, and no Subsidiary has effected or committed itself to effect any amendment to its constituent documents. (q) To the knowledge of the Company, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of the Company Charter Documents, Balance Sheet) which may reasonably be expected to result in a Material Adverse Effect on the UK Charter Documents, Company or the similar constituent or charter documents of any Additional Subsidiary. (sr) Neither the The Company nor any of the Company Subsidiaries has not changed in any way its accounting methods or practices (including any change in depreciation or amortization polices policies or rates, or any changes in policies in making or reversing accruals, or any change in capitalization of software development costs). (ts) Neither the Company nor any of the Company Subsidiaries Subsidiary has made any loan to any Personperson or entity, and neither the Company nor any Subsidiary has it guaranteed the payment of any loan or Indebtedness debt of any Personperson or entity, except for (ix) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course ordinary course of Business business, consistent with past practices and (iiy) accounts receivable incurred in the Ordinary Course ordinary course of Businessbusiness consistent with past practices. (t) Neither the Company nor any Subsidiary has changed the prices or royalties set or charged by the Company or such Subsidiary. (u) Neither the Company nor any of the Company Subsidiaries Subsidiary has changed the prices negotiated or royalties set or charged by it to its customers. (v) No supplier, distributor, or customer of the Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company Subsidiaries. (w) None of the Company or any of the Company Subsidiaries is in negotiations or is committed agreed to do any of the things described in the preceding clauses (a) to through (vt) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement.).

Business Changes. Since March 31, 2011 the date of the Company Balance Sheet (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective Timeforth herein), except as otherwise contemplated by this AgreementAgreement and except as described in Schedule 2.8, the Company and each of the Company Subsidiaries has conducted its business only in the Ordinary Course of Businessordinary and usual course, and consistent with past practice, and, without limiting the generality of the foregoing: (a) Neither the The Company nor any of the Company Subsidiaries has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contractscontracts, governmental restriction or Legal Requirementregulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have result in a Material Adverse Effect on the Company or any Company Subsidiary, as the case may requireCompany. (b) There have been no changes in the condition (financial conditionor otherwise), business, net worth, assets, properties, operations, obligations obligations, or Liabilities liabilities (fixed or contingent) of the Company or any of the Company Subsidiaries which, individually or in the aggregate, have resulted or could would reasonably be expected to result (whether before or after the Effective Time) to result in a Material Adverse Effect on the Company or any of the Company SubsidiariesCompany. (c) Neither the The Company nor any of the Company Subsidiaries has not issued, or authorized for issuance, any equity security, bond, note or other security. Neither the Company nor any security of the Company, except for shares of Company Subsidiaries Common issued upon the exercise of the outstanding Company Options listed in Schedule 2.2(b), or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of Company Options). The Company has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any of the Company SubsidiariesCompany, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, rights or otherwise, except for shares of Company Common issued upon the exercise of the Company Options. (d) None of the The Company or has not incurred any of the additional debt for borrowed money. (e) The Company Subsidiaries has not paid any Liability obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any Lienlien or encumbrance, or settled any Liabilityliability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities liabilities included in the Interim Company Balance Sheet and current Liabilities liabilities incurred since the date of such Interim the Company Balance Sheet in the Ordinary Course ordinary and usual course of Businessthe business of the Company, consistent with past practice. (ef) Neither the The Company nor any of the Company Subsidiaries has not declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of its share capitalcapital stock of the Company. (fg) Neither the The Company nor any of the Company Subsidiaries has not purchased, redeemed, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capitalcapital stock of the Company. (gh) None of the The Company or any of the Company Subsidiaries has not mortgaged, pledged, otherwise encumbered, encumbered or subjected to Lien lien any of its assets or properties, tangible or intangible, nor has the Company or any of the Company Subsidiaries it committed itself to do any of the foregoing, except for Liens liens for current Taxes taxes which are not yet due and payable and purchase money Liens or retention of title provisions liens arising out of the purchase or sale of products or services made in the Ordinary Course ordinary and usual course of Business. (h) Neither the Company nor any of the Company Subsidiaries has subdivided or consolidated or varied any rights of any shares in the Company or any of the Company Subsidiaries or agreed to do sobusiness consistent with past practice. (i) None of the The Company or any of the Company Subsidiaries has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, with an individual book value in excess of $25,000, except in the Ordinary Course ordinary and usual course of Businessbusiness consistent with past practice, and in each case for a consideration at least equal to the book fair value of such asset or property, nor has the Company or any of the Company Subsidiaries leased or licensed to others (including officers and directors of the Company or any of the Company SubsidiariesCompany), or agreed so to so lease or license, any such asset or property, nor has the Company or any of the Company Subsidiaries discontinued any product line or the production, sale, sale or other disposition of any of its products or services. (j) Neither the The Company nor any of the Company Subsidiaries has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, firm or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Laws). (k) Neither the entity. The Company nor any of the Company Subsidiaries has not made any expenditure or commitment for the purchase, acquisition, construction, construction or improvement of a capital asset, except in the Ordinary Course ordinary and usual course of Businessbusiness consistent with past practice, and the aggregate amount of all such expenditures and commitments has not exceeded $50,000. (lk) Neither the The Company nor any of the Company Subsidiaries has not entered into any transaction or Contractcontract, or made any commitment to do the same, except in the Ordinary Course ordinary and usual course of Business. business consistent with past practice (m) Neither excluding agreements under which the obligation of payment or performance has been satisfied in full or which, if not satisfied, do not and will not have a Material Adverse Effect on the Company). The Company nor any of the Company Subsidiaries has not waived any right of substantial value or cancelled any debts or claims or voluntarily suffered any extraordinary losses other than in the Ordinary Course ordinary and usual course of Businessbusiness consistent with past practice. (nl) Neither the The Company nor any of the Company Subsidiaries has not sold, licensed, assigned, transferred, transferred or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company Intellectual Property other than non-exclusive licenses to Company Intellectual Property granted (as defined in the Ordinary Course of BusinessSection 2.12), and neither the Company nor any of the Company Subsidiaries has not entered into any product development, technology or product sharing, or similar strategic arrangement with any other party. (om) Neither the The Company nor any of the Company Subsidiaries has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, compensation or any other employee benefit plan or arrangement. (pn) Neither the The Company nor any of the Company Subsidiaries has not paid or committed itself to pay to or for the benefit of any of its directors, officers, employees or employees shareholders any compensation of any kind other than wages, salaries, and benefits at times and rates in effect on December 31, 2010prior to the date of the Company Balance Sheet. (qo) Neither the The Company nor any of the Company Subsidiaries has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, or key employees, or consultants. (rp) Neither Since June 25, 1999, the Company, nor the UK Subsidiary, nor any of the Additional Subsidiaries Company has proposed and is not currently effected or committed itself to effect any amendment or modification of the Company Charter Documents, the UK Charter Documents, Articles or the similar constituent or charter documents of any Additional SubsidiaryBylaws. (sq) Neither the The Company nor any of the Company Subsidiaries has not changed in any way its accounting methods or practices in any material respect (including any change in depreciation or amortization polices policies or rates, or any changes in policies in making or reversing accruals, or any change in capitalization of software development costs). (tr) Neither the The Company nor any of the Company Subsidiaries has not made any loan to any Personperson or entity, nor and the Company has it not guaranteed the payment of any loan or Indebtedness debt of any Personperson or entity, except for (ix) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course usual and ordinary course of Business business, consistent with past practice and (iiy) accounts receivable incurred in the Ordinary Course usual and ordinary course of Businessbusiness, consistent with past practice. (us) Neither the The Company nor any of the Company Subsidiaries has not changed the prices or royalties set or charged by it to its customersthe Company. (vt) No supplier, distributor, The Company has not negotiated or customer of the Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company Subsidiaries. (w) None of the Company or any of the Company Subsidiaries is in negotiations or is committed agreed to do any of the things described in the preceding clauses (a) to through (vs) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since March 31September 30, 2011 (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective Time1997, except as otherwise contemplated by this Agreement, the Company and each of the Company Subsidiaries XLI has conducted its business only in the Ordinary Course of Businessordinary and usual course and, and without limiting the generality of the foregoing: (a) Neither the Company nor any of the Company Subsidiaries 4.16.1 XLI has not sustained any damage, destructiondestruction or loss, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, or other unlawful labor practice)trouble, requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contractscontracts, governmental Oak Technology, Inc. Pixel Magic / XLI Plan of Reorganization and Agreement of Merger Page 23 restriction or Legal Requirementregulation, other calamity, calamity or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on materially and adversely affecting the Company financial condition, business, assets or any Company Subsidiary, as the case may requireoperations of XLI. (b) 4.16.2 There have been no changes in the financial condition, business, net worth, assets, properties, operations, obligations or Liabilities liabilities (fixed or contingent) of the Company or any of the Company Subsidiaries XLI which, individually or in the aggregate, have resulted had or could may be reasonably expected to have (whether before or after the Effective TimeTime of the Merger) to result in a Material Adverse Effect materially adverse effect on the Company financial condition, business, assets or any operations of the Company SubsidiariesXLI. (c) Neither the Company nor any of the Company Subsidiaries 4.16.3 XLI has not issued, or authorized for issuance, any equity security, bond, note warrant, note, convertible security or other security. Neither security of XLI, except for shares of XLI Stock issued upon the Company nor any exercise of the Company Subsidiaries outstanding stock options or the outstanding warrants referenced in Sections 4.2.2 and 4.3.3 (Capitalization), respectively, or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of stock options) and XLI has granted not granted, or entered into into, any commitment or obligation to issue or sell any such equity security, bond, note warrant, note, convertible security or other security of the Company or any of the Company SubsidiariesXLI, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, rights or otherwise, except for shares of XLI Stock issuable upon the exercise of the outstanding stock options and the outstanding warrants referenced in Sections 4.2.2 and 4.3.3 (Capitalization), respectively. 4.16.4 XLI has not incurred additional debt for borrowed money, nor incurred any obligation or liability (d) None fixed or contingent), except in the ordinary and usual course of the Company or any business of the Company Subsidiaries XLI and consistent with past practice. 4.16.5 XLI has not paid any Liability obligation or liability (fixed or contingent), or discharged or satisfied any Lienlien or encumbrance, or settled any Liabilityliability, claim, dispute, proceeding, suit, suit or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities liabilities included in the Interim Balance Sheet XLI SEC Reports and current Liabilities liabilities incurred since the date of such Interim Balance Sheet the XLI SEC Reports in the Ordinary Course ordinary and usual course of Businessthe business of XLI and consistent with past practice. (e) Neither the Company nor any of the Company Subsidiaries 4.16.6 XLI has declared, set aside for payment, not declared or paid made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of XLI, and is not required to declare or accrue any dividend, payment or other distribution with respect to any share of capital stock of XLI. 4.16.7 XLI has not split, combined or reclassified its capital stock or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of or in substitution for shares of its share capital. (f) Neither the Company nor any of the Company Subsidiaries capital stock. XLI has not purchased, redeemed, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capitalcapital stock of XLI. (g) None of the Company or any of the Company Subsidiaries 4.16.8 XLI has not mortgaged, pledged, otherwise encumbered, encumbered or subjected to Lien lien any of its assets or properties, tangible or intangible, nor has the Company or any of the Company Subsidiaries it committed itself to do any of the foregoing, except for Liens liens for current Taxes taxes which are not yet due and payable and purchase purchase-money Liens or retention of title provisions liens arising out of the purchase or sale of products or services made in the Ordinary Course ordinary and usual course of Businessbusiness. (h) Neither the Company nor any of the Company Subsidiaries 4.16.9 XLI has subdivided or consolidated or varied any rights of any shares in the Company or any of the Company Subsidiaries or agreed to do so. (i) None of the Company or any of the Company Subsidiaries has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the Ordinary Course ordinary and usual course of Businessbusiness, and in each case for a consideration at least equal to the book fair value of such asset or property, nor has the Company or any of the Company Subsidiaries XLI leased or licensed to others (including officers and directors of the Company or any of the Company Subsidiariesdirectors), or agreed so to so lease or license, any asset or property, except in the ordinary course of business, nor has the Company or any of the Company Subsidiaries XLI discontinued any product line or the production, sale, sale or other disposition of any of its products or services. (j) Neither the Company nor any of the Company Subsidiaries 4.16.10 XLI has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, firm or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Laws). (k) Neither the Company nor any of the Company Subsidiaries entity; XLI has not made any expenditure or commitment for the purchase, acquisition, construction, construction or improvement of a capital asset, except in the Ordinary Course ordinary and usual course of Businessbusiness, and no commitment has been made which includes obligations of XLI extending beyond March 31, 1998. (l) Neither the Company nor any of the Company Subsidiaries 4.16.11 XLI has not entered into any transaction or Contractcontract, or made any commitment to do the same, except in the Ordinary Course ordinary and usual course of Business. (m) Neither the Company business, nor any of the Company Subsidiaries has XLI waived any right of substantial value or cancelled canceled any debts or claims or voluntarily suffered any extraordinary losses other than which individually or in the Ordinary Course aggregate would have a materially and adverse effect on the business of BusinessXLI. (n) Neither the Company nor any of the Company Subsidiaries 4.16.12 XLI has not sold, licensed, assigned, transferred, transferred or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company XLI Intellectual Property other than non-exclusive licenses Rights, except in the ordinary course of business and XLI has not amended or modified any existing agreements with respect to Company the XLI Intellectual Property granted in the Ordinary Course of Business, and neither the Company nor any of the Company Subsidiaries has entered into any product development, technology or product sharing, or similar strategic arrangement with any other partyRights. (o) Neither the Company nor any of the Company Subsidiaries 4.16.13 XLI has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, compensation or any other employee benefit plan or arrangement. 4.16.14 Except for (pi) Neither the Company nor any of increases in wages, salaries and benefits reflected on the Company Subsidiaries employee list provided pursuant to Section 4.28(xvi) (Additional Disclosure) at the rates shown thereon and (ii) normal merit wage, salary and benefit increases for non-senior management employees consistent with XLI's established practices, XLI has not paid or committed itself to pay to or for the benefit of any of its directors, officers, employees or employees stockholders any compensation of any kind other than wages, salaries, salaries and benefits at times and rates in effect on December 31prior to September 30, 20101997. (q) Neither the Company nor any of the Company Subsidiaries 4.16.15 XLI has not effected or agreed to effect any change, including by way of hiring change in its directors or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, employees, or consultantsmanagement. 4.16.16 Except as set forth in Section 6.1.3 (r) Neither the CompanyAmendment of XLI Certificate of Incorporation), nor the UK Subsidiary, nor any of the Additional Subsidiaries XLI has proposed and is not currently effected or committed itself to effect any amendment or modification to its Certificate of the Company Charter Documents, the UK Charter Documents, Incorporation or the similar constituent or charter documents of any Additional SubsidiaryBylaws. 4.16.17 To the knowledge of XLI, no statute has been enacted nor has any rule or regulation been adopted (swhether before or after September 30, 1997) Neither which may reasonably be expected to have a material and adverse effect on the Company nor financial condition, business, assets or operations of XLI. 4.16.18 XLI has not effected any of the Company Subsidiaries has changed change in any way its accounting methods or practices (including including, without limitation, any change in depreciation or amortization polices policies or rates, or any changes in policies in making or reversing accruals). (t) Neither the Company nor 4.16.19 XLI has not revalued any of the Company Subsidiaries its assets. 4.16.20 XLI has not made any loan to any Personperson or entity. 4.16.21 XLI has not granted any exclusive or royalty free licenses to make, nor has it guaranteed the payment of use or sell any loan XLI Intellectual Property Rights or Indebtedness of any Personproducts since September 30, except for (i) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course of Business and (ii) accounts receivable incurred in the Ordinary Course of Business1997. (u) Neither the Company nor any of the Company Subsidiaries has changed the prices or royalties set or charged by it to its customers. (v) No supplier, distributor, or customer of the Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company Subsidiaries. (w) None of the Company or any of the Company Subsidiaries is in negotiations or is committed to do any of the things described in the preceding clauses (a) to (v) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since March 31, 2011 (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective TimePVI Balance Sheet Date, except as ---------------- otherwise contemplated by this Agreement, the Company and each of the Company Subsidiaries PVI has conducted con ducted its business only in the Ordinary Course of Businessordinary and usual course and, and without limiting the generality of the foregoing: (a) Neither the Company nor any of the Company Subsidiaries PVI has not sustained any damage, destructiondestruction or loss, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, or other unlawful labor practice)trouble, requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contractscontracts, governmental restriction or Legal Requirementregulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on materially and adversely affecting the Company condition (financial or any Company Subsidiaryotherwise), as the case may requirebusiness, net worth, assets, properties or operations of PVI. (b) There have been no changes in the condition (financial conditionor otherwise), business, net worth, assets, properties, operations, obligations or Liabilities liabilities (fixed or contingent) of the Company or any of the Company Subsidiaries PVI which, individually or in the aggregate, have resulted had or could may be reasonably expected to have (whether before or after the Effective TimeTime of the Merger) to result in a Material Adverse Effect materially adverse effect on the Company condition (financial or any otherwise), business, net worth, assets, properties or operations of the Company SubsidiariesPVI. (c) Neither the Company nor any of the Company Subsidiaries PVI has not issued, or authorized for issuance, any equity security, bond, note or other security. Neither security of PVI, or accelerated the Company nor vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of the Company Subsidiaries stock options) and PVI has granted not granted, or entered into into, any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any of the Company SubsidiariesPVI, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, rights or otherwise. (d) None PVI has not incurred additional debt for borrowed money, nor incurred any other material obligation or liability (fixed, contingent or otherwise), except in the ordinary and usual course of the Company or any business of the Company Subsidiaries PVI. (e) PVI has not paid any Liability material obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any Lienlien or encumbrance, or settled any Liabilitymaterial liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities liabilities included in the Interim PVI Balance Sheet and current Liabilities liabilities incurred since the date of such Interim PVI Balance Sheet Date in the Ordinary Course ordinary and usual course of Businessthe business of PVI. (ef) Neither the Company nor any of the Company Subsidiaries PVI has declared, set aside for payment, not declared or paid made any dividend, payment, payment or other distribution on or with respect to any share of its share capitalcapital stock of PVI. (fg) Neither the Company nor any of the Company Subsidiaries PVI has not purchased, redeemed, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capitalcapital stock of PVI. (gh) None of the Company or any of the Company Subsidiaries PVI has not mortgaged, pledged, otherwise encumbered, encumbered or subjected to Lien lien any of its assets or properties, tangible or intangible, nor has the Company or any of the Company Subsidiaries it committed itself to do any of the foregoing, except for Liens liens for current Taxes taxes which are not yet due and payable and purchase purchase-money Liens or retention of title provisions liens arising out of the purchase or sale of products or services made in the Ordinary Course ordinary and usual course of Business. (h) Neither the Company nor any of the Company Subsidiaries has subdivided or consolidated or varied any rights of any shares in the Company or any of the Company Subsidiaries or agreed to do sobusiness. (i) None of the Company or any of the Company Subsidiaries PVI has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the Ordinary Course ordinary and usual course of Businessbusiness, and in each case for a consideration at least equal to the book fair value of such asset or property, nor has the Company or any of the Company Subsidiaries PVI leased or licensed to others (including officers and directors of the Company or any of the Company Subsidiariesdirectors), or agreed so to so lease or license, any asset or property, except in the ordinary course of business, nor has the Company or any of the Company Subsidiaries PVI discontinued any product line or the production, sale, sale or other disposition of any of its products or services. (j) Neither the Company nor any of the Company Subsidiaries PVI has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, firm or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Laws). (k) Neither the Company nor any of the Company Subsidiaries entity; PVI has not made any expenditure or commitment for the purchase, acquisition, construction, construction or improvement of a capital asset, except in the Ordinary Course ordinary and usual course of Businessbusiness; the amount of any such individual expenditure and commitment made in the ordinary and usual course of business has not exceeded $10,000 and no commitment has been made which includes obligations of PVI extending beyond December 1, 1992. (lk) Neither the Company nor any of the Company Subsidiaries PVI has not entered into any transaction or Contractcontract, or made any commitment to do the same, except in the Ordinary Course ordinary and usual course of Business. business and not involving an amount in any individual case in excess of $10,000 (m) Neither $25,000 in the Company case of any single sale to any one customer), nor any of the Company Subsidiaries has PVI waived any right of substantial value or cancelled any debts or claims or voluntarily suffered any extraordinary losses other than which individually or in the Ordinary Course aggregate would have a materially adverse effect on the business of BusinessPVI. (nl) Neither the Company nor any of the Company Subsidiaries PVI has not sold, licensed, assigned, transferred, transferred or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company Intellectual Property other than non-exclusive licenses to Company Intellectual Property granted Proprietary Rights (as defined in Section 3.17), except in the Ordinary Course ordinary course of Business, and neither the Company nor any of the Company Subsidiaries has entered into any product development, technology or product sharing, or similar strategic arrangement with any other partybusiness. (om) Neither the Company nor any of the Company Subsidiaries PVI has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, compensation or any other employee benefit plan or arrangement. (pn) Neither the Company nor any Schedule 3.7(n) constitutes a full and complete list of all directors, --------------- officers, employees or consultants of PVI as of the Company Subsidiaries date of this Agreement, specifying their names and job designations, the total amount paid or payable, and the basis of such compensation, whether fixed or commission or a combination thereof and, in the case of Xxxxxx X. Xxxxxxx, the total amount payable to Xx. Xxxxxxx at the earlier of (i) the time of his termination or (ii) the Closing Date. Except for (i) the increases in wages, salaries and benefits reflected on Schedule 3.7(n) at the rates shown thereon and (ii) normal merit wage, salary --------------- and benefit increases for non-senior management employees consistent with PVI's established practices, PVI has not paid or committed itself to pay to or for the benefit of any of its directors, officers, employees or employees stockholders any compensation of any kind other than wages, salaries, salaries and benefits at times and rates in effect on December 31, 2010prior to the PVI Balance Sheet Date. (qo) Neither the Company nor any of the Company Subsidiaries PVI has not effected or agreed to effect any change, including by way of hiring change in its directors or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, employees, or consultantsmanagement. (rp) Neither the Company, nor the UK Subsidiary, nor any of the Additional Subsidiaries PVI has proposed and is not currently effected or committed itself to effect any amendment or modification in its Articles of the Company Charter Documents, the UK Charter Documents, Incorporation or the similar constituent or charter documents of any Additional SubsidiaryBylaws. (sq) Neither To the Company knowledge of PVI, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of the Company Subsidiaries has changed in any way its accounting methods PVI Balance Sheet) which may reasonably be expected to have a material and adverse effect on the condition (financial or practices (including any change in depreciation otherwise), business, net worth, assets, properties or amortization polices or rates, or any changes in policies in making or reversing accruals)operations of PVI. (t) Neither the Company nor any of the Company Subsidiaries has made any loan to any Person, nor has it guaranteed the payment of any loan or Indebtedness of any Person, except for (i) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course of Business and (ii) accounts receivable incurred in the Ordinary Course of Business. (u) Neither the Company nor any of the Company Subsidiaries has changed the prices or royalties set or charged by it to its customers. (v) No supplier, distributor, or customer of the Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company Subsidiaries. (w) None of the Company or any of the Company Subsidiaries is in negotiations or is committed to do any of the things described in the preceding clauses (a) to (v) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since March December 31, 2011 2004 (or such other date specifically set out in this Section 3.92.9) to the date of this Agreement and continuing through the Effective TimeClosing Date, except as otherwise contemplated by this Agreement, the Company and each of the Company Subsidiaries Group Companies and Finglas has conducted its business only in the Ordinary Course of Business, and without limiting the generality of the foregoing: (a) Neither the Company nor any None of the Company Subsidiaries Group Companies or Finglas has sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, dismissal or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contractscontracts, governmental restriction or Legal Requirementregulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on the such Group Company or any Company SubsidiaryFinglas, as the case may require. (b) There have been no changes in the financial condition, business, prospects, net worth, assets, properties, operations, obligations or Liabilities of the any Group Company or any of the Company Subsidiaries Finglas which, individually or in the aggregate, have resulted or could be expected (whether before or after the Effective TimeClosing) to result in a Material Adverse Effect on the such Group Company or any of the Company SubsidiariesFinglas. (c) Neither the No Group Company nor any of the Company Subsidiaries has issued, or authorized for issuance, any equity security, bond, note or other security, or accelerated the vesting of any employee stock benefits. Neither the No Group Company nor any of the Company Subsidiaries has granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the any Group Company or any of the Company Subsidiaries, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, or otherwise. (d) None of the Company Group Companies or any of the Company Subsidiaries Finglas has paid any Liability or discharged or satisfied any Lien, or settled any Liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities included in the Interim Group Balance Sheet Sheets dated as of December 31, 2004 and current Liabilities incurred since the date of such Interim Group Balance Sheet Sheets in the Ordinary Course of Business. (e) Neither the No Group Company nor any of the Company Subsidiaries has declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any of its share capital. (f) Neither the No Group Company nor any of the Company Subsidiaries has purchased, redeemed, or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of its share capital. (g) None of the Company Group Companies or any of the Company Subsidiaries Finglas has mortgaged, pledged, otherwise encumbered, or subjected to Lien any of its assets or properties, tangible or intangible, nor has the any Group Company or any of the Company Subsidiaries Finglas committed itself to do any of the foregoing, except for Liens for current Taxes (as defined in Section 2.10) which are not yet due and payable and purchase money Liens or retention of title provisions arising out of the purchase or sale of products or services made in the Ordinary Course of Business. (h) Neither the No Group Company nor any of the Company Subsidiaries has subdivided or consolidated or varied any rights of any shares in the any Group Company or any of the Company Subsidiaries or agreed to do so. (i) None of the Company Group Companies or any of the Company Subsidiaries Finglas has disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the Ordinary Course of Business, and in each case for a consideration at least equal to the book value of such asset or property, nor has the any Group Company or any of the Company Subsidiaries Finglas leased or licensed to others (including officers and directors of the Company or any of the Company SubsidiariesGroup Company), or agreed to so lease or license, any asset or property, nor has the any Group Company or any of the Company Subsidiaries discontinued any product line or the production, sale, or other disposition of any of its products or services. (j) Neither the No Group Company nor any of the Company Subsidiaries has purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, or other Entity (including by way of merger, consolidation, amalgamation, or similar transactions under applicable Lawslaws). (k) Neither the No Group Company nor any of the Company Subsidiaries has made any expenditure or commitment for the purchase, acquisition, construction, or improvement of a capital asset, except in the Ordinary Course of Business, and the aggregate amount of all such expenditures and commitments made in the Ordinary Course of Business has not exceeded (euro)150,000. (l) Neither the No Group Company nor any of the Company Subsidiaries has entered into any transaction or Contract, or made any commitment to do the same, except in the Ordinary Course of Business, and in no event involving a payment by it in excess of (euro)50,000. (m) Neither the No Group Company nor any of the Company Subsidiaries has waived any right or cancelled any debts or claims or voluntarily suffered any extraordinary losses other than in the Ordinary Course of Business. (n) Neither the Company nor any of the Company Subsidiaries Group Companies or Finglas has sold, licensed, assigned, transferred, or conveyed, or committed itself to sell, license, assign, transfer or convey, any Company Intellectual Property other than non-exclusive licenses to Company Intellectual Property granted (as defined in the Ordinary Course of BusinessSection 2.14), and neither the any Group Company nor any of the Company Subsidiaries Finglas has entered into any product development, technology or product sharing, or similar strategic arrangement with any other party. (o) Neither the No Group Company nor any of the Company Subsidiaries has effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation, compensation or any other employee benefit plan or arrangement. (p) Neither the No Group Company nor any of the Company Subsidiaries has paid or committed itself to pay to or for the benefit of any of its directors, officers, or employees (including any Shareholder or SCG Shareholder) any compensation of any kind other than wages, salaries, and benefits at times and rates in effect on December 31, 20102004. (q) Neither the No Group Company nor any of the Company Subsidiaries has effected or agreed to effect any change, including by way of hiring or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, employees, or consultants. (r) Neither the Company, nor the UK Subsidiary, nor any of the Additional Subsidiaries No Group Company has proposed and is not currently committed to effect any amendment or modification of the Company Charter Documents, the UK Charter Documents, or the similar constituent or charter documents of any Additional Subsidiary. (s) Neither the No Group Company nor any of the Company Subsidiaries has changed in any way its accounting methods or practices (including any change in depreciation or amortization polices or rates, or any changes in policies in making or reversing accruals). (t) Neither the No Group Company nor any of the Company Subsidiaries has made any loan to any Person, nor has it guaranteed the payment of any loan or Indebtedness debt of any Person, except for (i) travel or similar advances made to employees in connection with their employment duties in the Ordinary Course of Business and (ii) accounts receivable incurred in the Ordinary Course of Business. (u) Neither the No Group Company nor any of the Company Subsidiaries has changed the prices or royalties set or charged by it to its customers. (v) No supplier, distributor, or customer of the any Group Company or any of the Company Subsidiaries has ceased to do business with the Company or any of the Company SubsidiariesGroup Company, and neither the no Group Company nor any of the Company Subsidiaries Shareholder has been notified that, or otherwise has reason to believe, that any such supplier, distributor, or customer of the any Group Company or any of the Company Subsidiaries will, whether on or before the Closing, cease to do business with the Company or any of the Company SubsidiariesGroup Company. (w) None of the Company Finglas or any of its directors, employees, or shareholders has taken any action that would adversely effect in any manner the Company Subsidiaries Finglas Intellectual Property Rights or the ability of Finglas to effect the Finglas IP Transfer. (x) None of any Group Company, Finglas, or any Shareholder is in negotiations or is committed to do any of the things described in the preceding clauses (a) to (vw) (other than negotiations with Parent the Purchaser and its representatives regarding the transactions contemplated by this Agreement.).