Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Except as set forth in Schedule 4.8 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from the Latest Balance Sheet Date to the date of this Agreement there has not been, occurred or arisen: (a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and its Subsidiaries, taken as a whole; (b) any issuance of capital stock or membership interests or options, warrants, rights, or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiaries; (c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests of the Company or any of its Subsidiaries, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its Subsidiaries; (d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,000; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration; (f) any material change in any method of accounting or accounting practice used by the Company, other than such changes as are required by GAAP; (g) any material Tax election (including any change in election); (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination or similar agreement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (v) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; or (vi) any increase in the coverage or benefits available under, or any amendment, establishment, entry into or adoption of, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were in normal amounts and were made in the ordinary course of business; (i) any event or condition that has had or would reasonably be expected to have a Material Adverse Effect; or (j) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13.

Certain Changes or Events. Except From the date hereof until the Closing or the termination of this Agreement pursuant to Article VIII, except with the prior written consent of Parent or except as set forth in Schedule 4.8 Section 6.03 of the Company Disclosure Schedule or as otherwise contemplated by this AgreementSchedule, from the Latest Balance Sheet Date to Company shall not, and shall cause the date of this Agreement there has Company Subsidiaries not been, occurred or arisento: (a) take any material damage toaction to amend the Company Articles or Company Bylaws or the governing documents of any Company Subsidiary, amend the terms of any equity or destruction debt securities issued by the Company or loss ofany Company Subsidiary, adopt any shareholder rights plan or enter into any agreement with any of the material assets or properties of the Company and its Subsidiaries, taken it shareholders in a shareholder’s capacity as a wholesuch; (b) directly or indirectly, issue, deliver, grant, pledge, transfer, dispose of, encumber, sell, or accelerate rights under or authorize or propose any issuance such issuance, delivery, grant, pledge, transfer, disposal of, encumbrance, sale or acceleration of rights under, any shares of its capital stock or membership interests or optionsof any class, warrantsany Voting Debt, any stock appreciation rights, or other any securities convertible into or exercisable or exchangeable for, or exercisable for sharesany rights, units warrants or other equity options to acquire, any such shares or voting interest Voting Debt, or enter into any agreement with respect to any of the foregoing; (c) acquire or redeem, directly or indirectly, or amend any capital stock of the Company or any of its Subsidiaries; (c) any declarationCompany Subsidiary, setting aside except to the extent that such acquisition or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests of the Company or any of its Subsidiaries, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its Subsidiaries; (d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement redemption is pursuant to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,000; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration; (f) any material change in any method of accounting or accounting practice used by the Company, other than such changes as are required by GAAP; (g) any material Tax election (including any change in election); (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination or similar agreement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (v) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; or (vi) any increase in the coverage or benefits available under, or any amendment, establishment, entry into or adoption of, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan (as in effect on the date hereof) or any agreement subject to any such Company Benefit Plan; (d) (i) other than dividends or distributions made available by any direct or indirect wholly owned Company Subsidiary to the Buyer Company or one of the Company Subsidiaries, (ii) set any record or payment dates for the payment of any dividends or distributions on capital stock, (iii) split, combine or reclassify any shares of capital stock, (iv) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or (yv) affected Company Employees but not officersmake any other actual, directors constructive or Management Committee members deemed distribution in respect of the shares of capital stock; (e) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary; (f) sell or otherwise dispose of its Subsidiaries and, or encumber any of properties or assets other than in sales or dispositions in the case Ordinary Course of clause Business or in connection with normal repairs, renewals and replacements; (yg) acquire or agree to acquire (by merging, consolidating with, purchase an equity interest in or any assets of, by forming a partnership or joint venture with, or by any other manner), were directly or indirectly, or otherwise make an investment in normal amounts and were made or acquire an interest in, any Person; (h) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest in the ordinary course of any business, joint venture or entity; (i) (i) create, incur or assume any Indebtedness, except for trade payables incurred in the Ordinary Course of Business, (ii) grant or incur any Liens on any real or personal property that did not exist on the date hereof except in the Ordinary Course of Business, (iii) incur any Liability or obligation (absolute, accrued or contingent) not covered by clause (i) except in the Ordinary Course of Business, (iv) write-off any guaranteed checks, notes or accounts receivable except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or records, except for depreciation and amortization in the Ordinary Course of Business, or (vi) enter into any Contract or agreement, except those that are (x) (A) purchase orders entered into in the Ordinary Course of Business or (B) any other Contracts entered into in the Ordinary Course of Business and involve an expenditure of less than $250,000 for any such contract or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the date thereof), or (y) cancelable without premium or penalty on not more than 30 days’ notice; (j) (i) increase in any manner the compensation of or change the historic metrics for determining compensation (including bonus) of, or fringe benefits of, or enter into any new, terminate or modify any existing, bonus, severance or incentive agreement, arrangement or Contract with any of its current or former officers, directors or management-level employees, or (ii) hire or fire any officers, directors or management-level employees; (k) (i) increase the benefits provided under any Company Benefit Plan, (ii) establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan or any plan, arrangement, program, policy, trust, fund or other arrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law, (iii) or agree or commit to undertake any of the foregoing in the future; (i) violate or fail to perform its obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a material default under, any Company Contract (except those being contested in good faith), or (ii) waive (including by releasing or assignment of any material rights, claims or benefits under) any material term of any Company Contract; (m) enter into, renew, extend, assume or terminate any Company Contract (or any contract that has would have been a Company Contract if it had been in effect on the date hereof) or make any amendment to any Company Contract; (n) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (o) (i) make or change any material Tax election, (ii) settle or compromise any material Tax claim or assessment, (iii) change an annual Tax accounting period, (iv) adopt or change any Tax accounting method, (v) file any amended Tax Return, (vi) waive or extend the limitation period applicable to any Tax liability or assessment (other than pursuant to extensions of time to file Tax returns obtained in the Ordinary Course of Business), (vii) enter into any closing agreement with respect to a material amount of Taxes or (viii) surrender any right to claim a refund of a material amount of Taxes; (p) enter into, amend, or extend any collective bargaining agreement or similar contract with any labor union or guild; (q) except as may be required as a result of a change in applicable Law or in GAAP, make any change in any accounting principles or practices; (r) grant any exclusive rights with respect to any Company Intellectual Property, divest any Company Intellectual Property, except if such divestiture or divestures, individually or in the aggregate, are not material to the Company, or materially modify the Company’s standard warranty terms for Company Products or amend or modify any product or service warranty in any manner that is likely to be materially adverse to the Company or any of the Company Subsidiaries; (s) settle or compromise any pending or threatened Action (including any Action by a Shareholder related to the transactions contemplated by this Agreement) or pay, discharge or satisfy or agree to pay, discharge or satisfy any claim, Liability or obligation (absolute or accrued, asserted or unasserted, contingent or otherwise), other than the settlement, compromise, payment, discharge or satisfaction of claims, Liabilities or obligations that (i) are reflected or reserved against in full in the Balance Sheet, (ii) are covered by existing insurance policies, or (iii) otherwise do not involve the payment of money in excess of $100,000 in the aggregate, in each case where the settlement, compromise, discharge or satisfaction of which does not include any obligation (other than the payment of money not in excess of $100,000 in the aggregate above the amounts reflected or reserved in the Balance Sheet in respect of such claim, Liability or obligation) to be performed by the Company or any Company Subsidiary following the Effective Time; (t) except as required by applicable Law or GAAP, revalue in any material respect any of its properties or assets, including writing-off accounts receivable; (u) convene any regular or special meeting (or any adjournment or postponement thereof) of the Shareholders other than the Company Shareholder Meeting; (v) fail to timely file any Company SEC Report required to be filed after the date of this Agreement and prior to the Effective Time, or amend any Company SEC Report whenever filed; (w) extend (other than in connection with a good faith dispute) or change its policy with respect to the payment of accounts payable or accelerate or change any policy with respect to the collection of accounts receivable; (x) incur or commit to any capital expenditures, except capital expenditures up to the aggregate amount set forth in the capital expenditure budget set forth on Section 6.03(x) of the Company Disclosure Schedule; (y) enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify, violate or terminate any of the terms of any Company Leases or Liens secured by a Company Owned Facility or Company Leased Facility; (z) take any action or fail to take any action that is intended to, or would reasonably be expected to, either individually of in the aggregate, prevent, materially delay or materially impede the ability of the Company or any Company Subsidiary to have a Material Adverse Effectconsummate the Merger or the transactions contemplated by this Agreement; orand (jaa) enter into any agreementcontract, other than this Agreementagreement or commitment with respect to, to take or propose or authorize, any of the actions specified described in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13foregoing clauses (a) through (z).

Certain Changes or Events. Except as set forth in Schedule Section 4.8 of the Company Disclosure Schedule or as otherwise contemplated by this AgreementSchedule, from between the Latest Balance Sheet Date to and the date of this Agreement Agreement, there has not been, occurred or arisen: (a) any material damage to, event or destruction condition of any kind or loss of, any of the material assets character that has had or properties of the Company and its Subsidiaries, taken as is reasonably expected to have a wholeMaterial Adverse Effect; (b) any issuance of (i) capital stock of any Acquired Company, except upon the exercise of Company Options or membership interests or upon the conversion of Company Preferred Stock into Company Common Stock, (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Acquired Company to issue, deliver or sell any capital stock of any Acquired Company, or (iii) any notes, bonds or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiariesdebt security; (c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any shares of capital stock or membership interests of the Company or any of its SubsidiariesAcquired Company, or any redemption, repurchase or other acquisition by the any Acquired Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its Subsidiariesany Acquired Company; (d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the any Acquired Company or its Subsidiaries having a value, in any individual case, in excess of $50,000100,000 or any exclusive license of any Proprietary Rights of any Acquired Company; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the any Acquired Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration, in any individual case, in excess of $100,000; (f) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the any Acquired Company, other than such changes as are required by GAAPGAAP or Tax law, as applicable; (g) any material Tax election (including any change in election); (h) (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination severance or similar agreement entered into or amended by the Company or any of its SubsidiariesAcquired Company, other than except any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, by any Acquired Company to any Company Employee, directors or any officer, director or Management Committee member officers of the such Acquired Company or any other employee earning cash compensation in excess of its Subsidiaries$100,000 per year; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (viii) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement retirement, severance or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member officer of the any Acquired Company or any other employee earning cash compensation in excess of its Subsidiaries$100,000 per year; or (viiv) any increase in the coverage or benefits available underunder any benefit plan, payment or any amendmentarrangement made to, establishmentfor or with such directors, entry into officers, Company Employees, agents or adoption ofrepresentatives, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, than increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were are in normal amounts and were are made in the ordinary course of business; business consistent with past practice, or which are made pursuant to an existing contractual obligation or are required by applicable Law; or (iv) any event material adverse change to the funded status of any defined benefit pension plan subject to Title IV of ERISA and Section 412 of the Code or condition that has had any material change to any actuarial or would reasonably other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or any change in the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be expected to have a Material Adverse Effectrequired by GAAP or applicable Law; or (ji) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13.

Certain Changes or Events. Except as set forth in Schedule 4.8 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from between the Latest Balance Sheet Date to and the date of this Agreement Agreement, there has not been, occurred or arisen: (a) any material damage to, event or destruction condition of any kind or loss of, any of the material assets character that has had or properties of the Company and its Subsidiaries, taken as would reasonably be expected to have a wholeMaterial Adverse Effect; (b) any issuance of capital stock (i) Company Capital Stock, except upon the exercise of Company Options or membership interests upon the conversion of Company Preferred Stock into Company Common Stock, or (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of commitments obligating the Company to issue, deliver or sell any of its SubsidiariesCompany Capital Stock; (c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests shares of the Company or any of its SubsidiariesCapital Stock, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its SubsidiariesCapital Stock; (d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a net book value, in any individual case, in excess of $50,00050,000 or in the aggregate in excess of $250,000; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration; (f) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company, other than such changes as are required by GAAPGAAP or Tax law, as applicable; (g) any material Tax election (including any change in election); (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination severance or similar agreement entered into or amended by the Company or Company, except any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, by the Company to any Company Employee, directors or any officer, director or Management Committee member officers of the Company or any of its SubsidiariesCompany; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (viii) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member officer of the Company or any of its SubsidiariesCompany; or (viiv) any increase in the coverage or benefits available underunder any benefit plan, payment or any amendmentarrangement made to, establishmentfor or with such directors, entry into officers, Company Employees, agents or adoption ofrepresentatives, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, than increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were are in normal amounts and were are made in the ordinary course of business; (i) any event business consistent with past practice, or condition that has had which are made pursuant to a contractual obligation or would reasonably be expected to have a Material Adverse Effectare required by applicable Law; or (ji) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13.

Certain Changes or Events. Except as set forth in Schedule 4.8 of Between the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from the Latest Balance Sheet Date to and the date of this Agreement Agreement, there has not been, occurred or arisen: (a) any material damage to, event or destruction condition of any kind or loss of, any of the material assets character that has had or properties of the Company and its Subsidiaries, taken as would reasonably be expected to have a wholeMaterial Adverse Effect; (b) any amendment or change in the Company Certificate of Incorporation, the Company Bylaws (or other comparable charter document); (c) any issuance of capital stock or membership interests or (i) Company Capital Stock, except upon the exercise of Company Options, (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating the Company to issue, deliver or sell any Company Capital Stock or (iii) any notes, bonds or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiariesdebt security; (cd) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests shares of the Company or any of its SubsidiariesCapital Stock, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its SubsidiariesCapital Stock; (de) any sale, assignment, transfer, lease, exclusive license lease or other disposition, or agreement to sell, assign, transfer, lease, license lease or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,00020,000 or any exclusive license of any Company IP; (ef) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration; (fg) any material change in any method of financial accounting or financial accounting practice used by the Company, other than such changes as are required by GAAP; (gh) (A) any material Tax election (including any change in a Tax election); ) which is inconsistent with the Company’s past practive, (iB) any entry intochange (or request to change) of any method of Tax accounting, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination or similar agreement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (iiC) any entry into, entering into or amendment of, any collective bargaining Contract of (or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or request to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (v) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; or (vi) any increase in the coverage or benefits available under, or any amendment, establishment, entry enter into or adoption of, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were in normal amounts and were made in the ordinary course of business; (i) any event or condition that has had or would reasonably be expected to have a Material Adverse Effect; or (jamend) any agreement, settlement or compromise with any Tax Authority with respect to any Tax liability, (D) any filing or amendment of any income or other material Tax Return, other than this Agreementthe Company’s original 2017 federal and state income Tax Returns, (E) any surrender of any right to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contraryclaim a refund, this Section 4.8 specifically excludes representations and warranties regarding changes offset or events relating to Intellectual Property, which are the subject other reduction of Section 4.13.an amount of Taxes,

Certain Changes or Events. Except as set forth in Schedule 4.8 Section 4.9 ------------------------- of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from since the Latest Balance Sheet Date to the date of this Agreement Date, there has not been, occurred or arisen: (a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and its Subsidiaries, taken as or any Company Subsidiary which has had a wholeMaterial Adverse Effect; (b) any issuance of capital stock or membership interests or options, warrants, rights, or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiaries; (c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests shares of the Company or any of its SubsidiariesCapital Stock, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries Company Subsidiary of any shares of capital stock or membership interests of the Company or its SubsidiariesCapital Stock; (dc) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries any Company Subsidiary (except for sales of inventory in the ordinary course of business) having a value, in any individual case, in excess of $50,000100,000; (ed) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwiseassets) by the Company or any of its Subsidiaries Company Subsidiary of any corporation, partnership or other business organization, or any division thereof; (e) except for borrowings under existing agreements in the ordinary course of business or inter-company indebtedness between the Company and any of the Company Subsidiaries or between the Company Subsidiaries, (i) any incurrence by the Company or any Company Subsidiary of any indebtedness for considerationborrowed money, (ii) any issuance by the Company or any Company Subsidiary of any debt securities, or (iii) any assumption, granting, guarantee, endorsement or other accommodation or arrangement making the Company or any Company Subsidiary responsible for the indebtedness for borrowed money or debt securities of any Person other than another Company Subsidiary, in the case of each of clauses (i), (ii) and (iii) of this Section 4.9(e), having an aggregate value in excess of $50,000 for all such occurrences; (f) any material change in any method of accounting or accounting practice used by the Company, other than such changes as are required by GAAP; (g) Company or any material Tax election (including any change in election)Company Subsidiary; (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination severance or similar agreement entered into or amended by the Company or any of its SubsidiariesCompany Subsidiary, other than except any new individual employment agreement providing for normal, recurring compensation of less than $100,000 200,000 per annum; annum entered into in the ordinary course of business consistent with past practice, and any individual severance agreement entered into in the ordinary course of business consistent with past practice, (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, by the Company or any Company Subsidiary to any Company EmployeeEmployees, or any officer, director directors or Management Committee member officers of the Company or any of its Company Subsidiaries; , (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (viii) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member officer of the Company or any of its Subsidiaries; Company Subsidiary, or (viiv) any increase in the coverage or benefits available underunder any severance pay, termination pay, vacation pay, company awards, salary continuation or any amendmentdisability, establishmentsick leave, entry into deferred compensation, bonus or adoption ofother incentive compensation, any Company Benefit Plan; insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than, with respect to subparagraphs in the case of clauses (ii), (iii) through and (viiv) aboveof this Section 4.9(g), increasesnormal increases in the ordinary course of business consistent with past practice, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries andand except, in the case of clause (yiii) of this Section 4.9(g), were in normal amounts and were made to the extent that the Company or any Company Subsidiary is contractually obligated to do so or required to do so by applicable Law; (h) make or authorize any individual capital expenditure exceeding $1,000,000 in the ordinary course of businessaggregate, except as contemplated by, and disclosed in, the Company's operating budget previously provided to Purchaser; (i) any event or condition of any kind or character that has had or would reasonably be expected to have a Material Adverse Effect; or (j) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.134.9.

Certain Changes or Events. Except as set forth in provided on Schedule 4.8 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement5.03, from the Latest Balance Sheet Date date hereof until the Closing, except with the prior written consent of Parent and Merger Sub (such consent not to be unreasonably withheld, delayed or conditioned), neither the date of this Agreement there has not been, occurred or arisenCompany nor the Subsidiaries shall: (a) take any material damage toaction to amend its Certificate of Incorporation or Bylaws or other governing instruments; (b) issue, sell or destruction or loss of, otherwise dispose of any of the authorized but unissued Company Capital Stock, or issue any option to acquire Company Capital Stock, or any securities convertible into or exchangeable for Company Capital Stock or split, combine or reclassify any shares of Company Capital Stock, or issue, sell or otherwise dispose of any securities of the Subsidiaries; (c) other than payment of the Accrued Dividends, declare or pay any dividend or make any other distribution in cash or property on any capital stock; (d) merge or consolidate with or into any Person; (e) sell or otherwise dispose of or encumber any of its properties or assets other than in sales or dispositions in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) alter the business organization of the Company or the Subsidiaries; (g) make any material changes in the lines of business in which the Company or any of the Subsidiaries participates or is engaged; (h) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest in any business or entity; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof; (j) sell, transfer, or otherwise dispose of any assets or properties of the Company or any Subsidiary, except in the Ordinary Course of Business, or any mortgage, pledge or subjection to any Lien with respect to any material assets or properties of the Company and its Subsidiaries, taken as a wholeor any Subsidiary; (bk) pay, discharge or satisfy any issuance claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than such payment, discharge or satisfaction in the Ordinary Course of Business; (l) (i) create, incur or assume any Indebtedness for borrowed money or secured by real or personal property, (ii) grant or incur any Liens on any real or personal property that did not exist on the date hereof, (iii) incur any liability or obligation (absolute, accrued or contingent) except in the Ordinary Course of Business, (iv) write-off any guaranteed checks, notes, accounts receivable or cancel any other debt or claim except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or records, except for depreciation and amortization in the Ordinary Course of Business, (vi) make any commitment for any capital stock expenditure in excess of $100,000 in the case of any single expenditure or membership interests $250,000 in the case of all capital expenditures or options(vii) enter into any material contract or agreement, warrantsexcept those that are both, rights(x) entered into in the Ordinary Course of Business, and (y) cancelable without premium or penalty on not more than 30 days' notice. (m) increase in any manner the base compensation of (other than in the Ordinary Course of Business), or enter into any new, or modify existing, bonus, severance or incentive agreement or arrangement with, any of its employees, directors or consultants; (n) adopt, amend, or terminate any Company Employee Plan, except as required by Law or increase the benefits provided under any Company Employee Plan, or promise or commit to undertake any of the foregoing in the future; (o) fail to perform its material obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a default under, any Company Agreement (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Agreement, except in the Ordinary Course of Business; (p) pay, distribute or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with any Interested Party, other securities convertible into than in the Ordinary Course of Business; (q) amend or exchangeable terminate any Material Contract other than in the Ordinary Course of Business; (r) take any action or exercisable for sharesomit to take any action that will result in a violation of applicable Law or that would result in a breach or inaccuracy of any of the representations and warranties in any material respect at, units or as of any time prior to, the Closing Date; (s) take any action, other equity than reasonable and usual actions in the Ordinary Course of Business with respect to accounting policies or voting interest procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable); (t) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those currently maintained by the Company or any of its the Subsidiaries; (cu) make or change any declarationmaterial tax election or settle any material Tax claim, setting aside if such election or payment settlement, would have the effect of any dividend, or other distribution or capital return in respect increasing the Tax liability of any capital stock or membership interests of the Company or the Subsidiaries for any of its Subsidiaries, or any redemption, repurchase or other acquisition by period ending after the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its SubsidiariesClosing Date; (dv) make or revoke any saleTax election or any settlement or compromise of any material Tax liability or application for any change in Tax accounting method; or (w) enter into any contract, assignment, transfer, lease, exclusive license agreement or other dispositioncommitment with respect to, or agreement to sell, assign, transfer, lease, license propose or otherwise dispose ofauthorize, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,000; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration; (f) any material change in any method of accounting or accounting practice used by the Company, other than such changes as are required by GAAP; (g) any material Tax election (including any change in election); (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination or similar agreement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase actions described in the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; foregoing clauses (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (v) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; or (vi) any increase in the coverage or benefits available under, or any amendment, establishment, entry into or adoption of, any Company Benefit Plan; other than, with respect to subparagraphs (iia) through (vi) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (yu), were in normal amounts and were made in the ordinary course of business; (i) any event or condition that has had or would reasonably be expected to have a Material Adverse Effect; or (j) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13.

Certain Changes or Events. Except as set forth in Schedule 4.8 Section 3.8 of the Company Disclosure Schedule or as otherwise contemplated by this AgreementSchedule, from since the Latest Balance Sheet Date to the date of this Agreement Company has conducted its business only in the ordinary course consistent with past practice, and there has not been, occurred or arisenoccurred: (a) any material damage tochange, event, development or condition (whether or not covered by insurance) that has resulted in, or destruction or loss ofcould reasonably be expected to result in, any of a Material Adverse Effect on the material assets or properties of the Company and its Subsidiaries, taken as a wholeCompany; (b) any issuance acquisition, sale or transfer of any material asset of the Company other than in the ordinary course of business and consistent with past practice; 9 Last three full fiscal years prior to signing of agreement to be inserted. 10 Date of latest available monthly financial statements to be inserted. (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock or membership interests or options, warrants, rights, or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiaries; (c) any declaration, setting aside direct or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests of the Company or any of its Subsidiaries, or any indirect redemption, repurchase purchase or other acquisition by the Company or of any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its Subsidiaries; (d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,000stock; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) Listed Contract entered into by the Company or any Company, other than in the ordinary course of its Subsidiaries of any corporation, partnership or other business organizationbusiness, or any division thereofamendment or termination of, for considerationor material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any material change in any method of accounting incurrence, assumption or accounting practice used guarantee by the Company, other than such changes as are required by GAAPCompany of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material Tax election asset, other than Permitted Encumbrances; (including h) any change condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in election)writing; (i) any entry intocapital expenditure, or material amendment commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any employmentmaterial tangible assets or material property or material Intellectual Property in one or more transactions, deferred compensation, severance, retention, change or any commitment in control, termination respect thereof; (k) a cancellation or similar agreement compromise of any material debt or claim; (l) any settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (v) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or accounts payable and other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; or (vi) any increase in the coverage or benefits available under, or any amendment, establishment, entry into or adoption of, any Company Benefit Plan; other than, with respect to subparagraphs (ii) through (vi) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were in normal amounts and were made in liabilities outside the ordinary course of business; (i) any event or condition that has had or would reasonably be expected to have a Material Adverse Effect; or (jn) any agreement, negotiation or agreement by the Company to do any of the things described in the preceding clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13).

Certain Changes or Events. Except as set forth in Schedule 4.8 SECTION 4.9 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from since the Latest Balance Sheet Date to the date of this Agreement Company and the Company Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been, occurred or arisen: (a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and its Subsidiaries, taken as a wholeor any Company Subsidiary; (b) any issuance of capital stock or membership interests or options, warrants, rights, or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiaries; (c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests shares of the Company or any of its SubsidiariesCompany's Subsidiaries Capital Stock, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries Company Subsidiary of any shares of capital stock or membership interests of the Company or its SubsidiariesCapital Stock; (dc) except for sales of inventory, licenses of Proprietary Rights and abandonment of patents, in each case in the ordinary course of business, any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets or Proprietary Rights of the Company or its Subsidiaries any Company Subsidiary having a value, in any individual case, in excess of $50,000100,000; (ed) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries Company Subsidiary of any corporation, partnership or other business organization, or any division thereof, for consideration, in any individual case, in excess of $100,000; (e) except for borrowings under existing agreements in the ordinary course of business or inter-company indebtedness between the Company and any of the Company Subsidiaries or between the Company Subsidiaries, (i) any incurrence by the Company or any Company Subsidiary of any indebtedness for borrowed money, (ii) any issuance by the Company or any Company Subsidiary of any debt securities, or (iii) any assumption, granting, guarantee, endorsement or other accommodation or arrangement making the Company or any Company Subsidiary responsible for the indebtedness for borrowed money or debt securities of any Person other than another Company Subsidiary, in the case of each of clauses (i), (ii) and (iii) of this SECTION 4.9(e), having an aggregate value in excess of $1,000,000 for all such occurrences; (f) any material change in any method of accounting or accounting practice used by the CompanyCompany or any Company Subsidiary, other than such changes as are required by GAAP; (g) any material Tax election (including any change in election); (i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination severance or similar agreement or arrangement entered into or amended by the Company or any of its SubsidiariesCompany Subsidiary, other than except any new employment agreement (A) providing for normal, recurring compensation of less than $100,000 75,000 per annum; , (iiB) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by terminable upon not more than six months notice without cost of more than $25,000 to the Company or any Company Subsidiary and (C) entered into in the ordinary course of its Subsidiaries; business, (iiiii) any increase in the compensation or benefits payable, or to become payable, by the Company or any Company Subsidiary to any Company EmployeeEmployees, or any officer, director directors or Management Committee member officers of the Company or any of its Company Subsidiaries; , (iv) any action taken to accelerate the time of payment or vesting or to secure the funding of any compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (viii) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any officer, director or Management Committee member officer of the Company or any of its Subsidiaries; Company Subsidiary, or (viiv) any increase in the coverage or benefits available underunder any severance pay, termination pay, vacation pay, company awards, salary continuation or any amendmentdisability, establishmentsick leave, entry into deferred compensation, bonus or adoption ofother incentive compensation, any Company Benefit Plan; insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than, with respect to subparagraphs in the case of clauses (ii), (iii) through and (viiv) aboveof this SECTION 4.9(g), increasesnormal increases or payments in the ordinary course of business consistent with past practice, payments or provisions which (x) were required by applicable Law or the terms of any Company Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, directors or Management Committee members of the Company or any of its Subsidiaries andand except, in the case of clause (yiii) of this SECTION 4.9(g), were in normal amounts and were made in the ordinary course of business; (i) any event or condition that has had or would reasonably be expected to have a Material Adverse Effect; or (j) any agreement, other than this Agreement, to take any actions specified in this Section 4.8. Notwithstanding anything in this Agreement to the contrary, this Section 4.8 specifically excludes representations and warranties regarding changes or events relating to Intellectual Property, which are the subject of Section 4.13.,