Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not have authorized or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and 5.5.8 There has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or AFFILIATE of BUYER that affects SELLER or TARGET.

Certain Changes or Events. As to BUYER: 5.5.1 Other than transactions entered into in connection with this Merger, since October 1, 1997, the business of Advercomm has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERAdvercomm, except for changes in the ordinary course of business consistent with past practice which have not beenhad, in the aggregate, materially adverse to BUYER; 5.5.2 a Material Adverse Effect on the Condition of Advercomm; (ii) there will be has been no revocation or change in any Contract or Permit or right to do business, and and, to the best knowledge of Advercomm, no other event or occurrence change of any character, whether insured against, Laws which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will Advercomm; (iii) Advercomm has not have authorized or made any distributionsdistributions of, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has Advercomm redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) Advercomm has not entered into any material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have past practice; (v) Advercomm has not incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER Advercomm of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will it; (vii) Advercomm has not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERAdvercomm (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There (viii) there has not been no any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the Condition of Advercomm (as such business is presently conducted and as it is proposed to be conducted); (ix) there has not been any material change in any compensation, compensation arrangement or agreement with any employee of Advercomm; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Advercomm; (xi) there has not been any resignation or termination of employment of any key officer or employee of Advercomm and Advercomm, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee, director, shareholders; (xii) there has been no receipt of notice that there has been a loss of, or AFFILIATE material order cancellation by, any major customer of BUYER that affects SELLER Advercomm; (xiii) there has been no mortgage, pledge or TARGETtransfer of a security interest in, or lien, created by Advercomm with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Advercomm to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Advercomm to do or perform any of the acts described in this Section 4.6.

Certain Changes or Events. As to BUYER: 5.5.1 Since September 30, 1998, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition condition of BUYERthe Business, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Business; (ii) there will be has been no revocation or change in any Contract contract or Permit permit or right to do business, and and, to the best knowledge of the Company, no other event or occurrence change of any character, whether insured against, Laws which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition condition of BUYER; 5.5.3 BUYER will the Business; (iii) the Company has not have authorized or made any distributionsdistributions of, or declare declared or pay paid any dividends, upon or with respect to any of its the capital stockstock of the Company, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with past practice; (v) the purpose of the BUYER; 5.5.5 BUYER will have Company has not incurred any indebtedness for borrowed money or made any loans or advances that encumber to any person except for convertible debentures incurred and subsequently converted to Common Shares of the TARGET without Company on or prior to the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have date hereof; (vi) there has been no waiver by BUYER the Company of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not have failed to satisfy or discharge any Lien; (viii) there has not been any damage, except destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no change in the accounting or tax methods or procedures of the Company or any other transaction involving or development affecting the Business outside the ordinary course of business consistent with past practice; and which is not material to the Condition of BUYER; and 5.5.8 There (xiii) there has been no material change agreement or commitment by the Company to do or perform any of the acts described in any compensation, arrangement or agreement with any employee, director, shareholders, or AFFILIATE of BUYER that affects SELLER or TARGETthis Section 2.6.

Certain Changes or Events. As to BUYER: 5.5.1 Since June 30, 2003, (i) there will have has been no change in the Condition condition of BUYERthe Company, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Company; (ii) there will be has been no change of Laws (as defined herein), no revocation or change in any Contract (as defined herein) or Permit (as defined herein) or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Company; (iii) the Company has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests interests; (iv) Except as set forth in Part 7.6 of Schedule 1 , the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as may benefit all shareholders and as disclosed to set forth in Part 7.6 of Schedule 1 , the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have Company has not incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER the Company of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will it; (vii) the Company has not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERthe Company (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There and (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersshareholders or Affiliate (as defined herein). " Affiliate " of a specified Person shall mean a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or AFFILIATE of BUYER is under common control with, the Person specified and, as to any Person that affects SELLER or TARGETis an individual, such individual's spouse, parents, grandparents, siblings and lineal descendants.

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change Save as Disclosed or in the Condition SEC Reports or pursuant to this transaction from and after February 8, 2005, (i) none of BUYER, except for changes which the Purchasers and the CKX Subsidiaries have not been, in the aggregate, materially adverse to BUYER; 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not have authorized authorised or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, Capital Stock or other equity interests, nor will BUYER have has the Purchasers or the CKX Subsidiaries redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock Capital Stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose interests; (ii) none of the BUYER; 5.5.5 BUYER will Purchasers and the CKX Subsidiaries have not entered into any material transaction, other than the other agreements related hereto; (iii) none of the Purchaser and its CKX Subsidiaries have incurred any indebtedness for borrowed money or made any loans or advances that encumber to any Person which are individually in excess of $500,000 or in excess of $1,000,000 in the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have aggregate; (iv) there has been no waiver by BUYER the Purchasers or any of the CKX Subsidiaries of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not it; (v) none of the Purchasers and the CKX Subsidiaries have failed to satisfy or discharge any LienEncumbrance, except other than in the ordinary course of business and which is would not reasonably be expected to cause a material to the Condition of BUYERadverse effect; and 5.5.8 There (vi) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersstockholder or affiliate thereof; (vii) from and after February 8, 2005, none of the Purchasers and the CKX Subsidiaries have made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or AFFILIATE director of BUYER that affects SELLER the Purchasers or TARGETany of the CKX Subsidiaries; and (viii) there has been no agreement or commitment by the Purchasers or any of the CKX Subsidiaries to do or perform any of the acts described in this Section 8.

Certain Changes or Events. As to BUYER: 5.5.1 Other than transactions entered into in connection with this Merger, since October 1, 1997, the business of Xxxxx has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERXxxxx, except for changes in the ordinary course of business consistent with past practice which have not beenhad, in the aggregate, materially adverse to BUYER; 5.5.2 Materially Adverse Effect on the Condition of Xxxxx; (ii) there will be has been no revocation or change in any Contract or Permit or right to do business, and and, to the best knowledge of Xxxxx, no other event or occurrence change of any character, whether insured against, Laws which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will Xxxxx; (iii) Xxxxx has not have authorized or made any distributionsdistributions of, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has Xxxxx redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) Xxxxx has not entered into any material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have past practice; (v) Xxxxx has not incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER Xxxxx of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will it; (vii) Xxxxx has not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERXxxxx (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There (viii) there has not been no any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any material change in any compensation, compensation arrangement or agreement with any employee of Xxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee, director, shareholders; (xii) there has been no receipt of notice that there has been a loss of, or AFFILIATE material order cancellation by, any major customer of BUYER that affects SELLER Xxxxx; (xiii) there has been no mortgage, pledge or TARGETtransfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6.

Certain Changes or Events. As to BUYER: 5.5.1 Except as set forth in Part 2.6 of Schedule 2 hereto, since June 30, 1999, the business of each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 any such Company; (ii) there will be has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Companies, taken as a whole; (iii) the Company has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) none of the Companies has entered into any material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose past practice; (v) none of the BUYER; 5.5.5 BUYER will have not Companies has incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER any of the Companies of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have it; (vii) none of the Companies has failed to satisfy or discharge any LienLien (as defined in Section 2.7 below), except in the ordinary course of business and which is not material to the Condition of BUYERany such Company (as such business is presently conducted and as it is proposed to be conducted consistent with the Business Plan (as such term is defined in Section 2.23 below)); and 5.5.8 There (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersstockholder or Affiliate thereof (as defined below); and (ix) there has been no agreement or commitment by any of the Companies to do or perform any of the acts described in this Section 2.6. "Affiliate" of a specified Person shall mean a Person that directly, or AFFILIATE of BUYER that affects SELLER indirectly through one or TARGETmore intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. As to BUYER: 5.5.1 Except as set forth in Section 3.6 of the Disclosure Schedule, since December 31, 1996, the business of each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of, the foregoing: (i) there will have has been no change in the Condition of BUYERany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 any such Company; (ii) to the best of each Shareholder's knowledge and belief, there will be has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will any of the Companies; (iii) Singer has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has Singer redeemed, purchasedpurchased or otherwise acquired, or issued or sold, any of its interests, nor has Singer redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interest; (iv) none of the Companies has entered into any material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose past practice; (v) none of the BUYER; 5.5.5 BUYER will have not Companies has incurred any indebtedness for borrowed money or made any loans or advances that encumber to any Person (other than advances under the TARGET without the express permission Companies' existing lines of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except credit with its banks made in the ordinary course of business and which the total amount of which, as of the date hereof, is not material to the Condition of BUYER; and 5.5.8 There has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or AFFILIATE of BUYER that affects SELLER or TARGET.set forth on Schedule 2 annexed hereto);

Certain Changes or Events. As to BUYER: 5.5.1 Since March 31, 2002, (i) there will have has been no change in the Condition of BUYERthe Company, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Company; (ii) there will be has been no change of Laws (as defined in Section 3.12 hereof), no revocation or change in any Contract (as defined in Section 3.8 hereof) or Permit (as defined in Section 3.12 hereof) or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Company; (iii) the Company has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests interests; (iv) Except as set forth in Part 3.6 of Schedule 3, the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as may benefit all shareholders and as disclosed to set forth in Schedule 3 the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER the Company of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will it; (vii) the Company has not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERthe Company (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There and (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersshareholders or Affiliate (as defined below). "Affiliate" of a specified Person shall mean a Person that directly, or AFFILIATE of BUYER indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified and, as to any Person that affects SELLER or TARGETis an individual, such individual's spouse, parents, grandparents, siblings and lineal descendants.

Certain Changes or Events. As to BUYER: 5.5.1 Since June 30, 2001, (i) there will have has been no change in the Condition of BUYERthe Company, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Company; (ii) there will be has been no change of Laws (as defined in Section 2.12 hereof), no revocation or change in any Contract (as defined in Section 2.8 hereof) or Permit (as defined in Section 2.12 hereof) or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Company; (iii) the Company has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests interests; (iv) Except as set forth in part 2.6 of Schedule 1, the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as may benefit all shareholders and as disclosed to set forth in Schedule 4 the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose of the BUYER; 5.5.5 BUYER will have Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER the Company of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will it; (vii) the Company has not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERthe Company (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There and (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersshareholders or Affiliate (as defined below). "Affiliate" of a specified Person shall mean a Person that directly, or AFFILIATE of BUYER indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified and, as to any Person that affects SELLER or TARGETis an individual, such individual's spouse, parents, grandparents, siblings and lineal descendants.

Certain Changes or Events. As Except as set forth in Part 2.6 of Schedule 1 and for the merger (the "MERGER") of TSI Maryland with and into TSI on October 31, 1996 pursuant to BUYER: 5.5.1 the Agreement and Plan of Reorganization of TSI Maryland and TSI dated as of October 16, 1996 and the Articles of Merger dated October 18, 1996, complete and correct copies of which have been delivered by TSI to Alcatel, since August 31, 1996 the business of each of the Companies has been operated only in the ordinary course and consistent with past practice, and, in addition to and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not been, individually or in the aggregate, materially adverse to BUYER; 5.5.2 the Companies taken as a whole; (ii) there will be has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted in, or to the best knowledge of TSI could reasonably be expected to resultresult in, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Companies taken as a whole; (iii) TSI has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, stock or other equity interests, nor will BUYER have has TSI redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) none of the Companies has entered into any material transaction other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose past practice; (v) none of the BUYER; 5.5.5 BUYER will have not Companies has incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER any of the Companies of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will not have it; (vii) none of the Companies has failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not consistent with past practice as to Liens that are not, individually or in the aggregate, material to the Condition of BUYERthe Companies taken as a whole; and 5.5.8 There (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholdersshareholder or Affiliate (as defined below) of any Company; and (ix) there has been no agreement or commitment by any of the Companies to do or perform any of the acts described in this Section 2.6. For purposes of this Agreement, an "AFFILIATE" of a specified Person shall mean a Person that directly, or AFFILIATE of BUYER that affects SELLER indirectly through one or TARGETmore intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. As to BUYER: 5.5.1 Except as set forth in Part 2.6 of Schedule 1, since June 30, 1997, the business of each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Companies taken as a whole; (ii) there will be has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether or not insured against, which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Companies taken as a whole; (iii) except as reflected in the Unaudited Financials, the Company has not have authorized or made any distributions, or declare declared or pay paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests interests; (iv) none of the Companies has entered into any transaction, other than in the ordinary course of business and consistent with past practice, which is material to the Companies taken as a whole; (v) except as may benefit all shareholders and as disclosed to reflected in the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with the purpose Unaudited Financials, none of the BUYER; 5.5.5 BUYER will have not Companies has incurred any indebtedness for borrowed money or made any loans or advances that encumber the TARGET without the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have to any Person; (vi) there has been no waiver by BUYER any of the Companies of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will not have it; (vii) none of the Companies has failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYERthe Companies taken as a whole (as such business is presently conducted and as it is proposed to be conducted); and 5.5.8 There (viii) there has been no material change in any compensation, arrangement or agreement with any key employee, director, shareholdersstockholder or Affiliate (as defined below); and (ix) there has been no agreement or commitment by any of the Companies to do or perform any of the acts described in this Section 2.6. "Affiliate" of a specified Person shall mean a Person that directly, or AFFILIATE of BUYER that affects SELLER indirectly through one or TARGETmore intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. As to BUYER: 5.5.1 Other than transactions entered into in connection with the Merger (as defined in Section 2.24), since December 31, 1996 the business of the Company has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there will have has been no change in the Condition of BUYERthe Company, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 the Company; (ii) there will be has been no revocation or change in any Contract or Permit or right to do business, and and, to the best knowledge of the Company, no other event or occurrence change of any character, whether insured against, Laws which resultshas resulted, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will the Company; (iii) the Company has not have authorized or made any distributionsdistributions of, or declare declared or pay paid any dividends, upon or with respect to any of its the capital stockstock of the Company or the Subsidiary, or other equity interests, nor will BUYER have has the Company redeemed, purchased, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders interests; (iv) the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and as disclosed to the SEC; 5.5.4 BUYER is a publicly listed company engaged in acquiring a quantity of Micro-Brands as well as deploying its proprietary technology under license to retailers. This transaction is consistent with past practice; (v) the purpose of the BUYER; 5.5.5 BUYER will have Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances that encumber to any Person except for convertible debentures incurred and subsequently converted to Common Shares of the TARGET without Company on or prior to the express permission of SELLERS now or during the STANDBY PERIOD; 5.5.6 There will have date hereof; (vi) there has been no waiver by BUYER the Company of a material valuable right or of a material debt owed to BUYER; 5.5.7 BUYER will it, including any right or Indebtedness with a value in excess of $50,000; (vii) the Company has not have failed to satisfy or discharge any LienLien (as defined in Section 2.7 below); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, employee or consultant; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created or suffered to exist by the Company with respect to any of its material properties or assets, except Liens for taxes not yet due or payable; (xiv) there have been no loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business consistent with past practice; (xv) any change in the accounting, pricing, inventory, credit, financial reporting or tax methods or procedures of the Company or Subsidiary or any other transaction involving or development affecting the Company or Subsidiary outside the ordinary course of business consistent with past practice; and which is not material to the Condition of BUYER; and 5.5.8 There (xvi) there has been no material change agreement or commitment by the Company to do or perform any of the acts described in any compensation, arrangement or agreement with any employee, director, shareholders, or AFFILIATE of BUYER that affects SELLER or TARGETthis Section 2.6.