Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent or except as set forth on Section 5.03 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries to: (a) take any action to amend its articles of incorporation or bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its authorized but unissued capital stock other than in connection with the exercise of a Company Stock Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) 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 sales or dispositions of inventory in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) 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; (g) (i) create, incur or assume any Indebtedness for borrowed money or secured by real or personal property, except for trade payables incurred in the Ordinary Course of Business or borrowings made in the Ordinary Course of Business under the Company LOC, (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, (vi) make any commitments for any capital expenditures in excess of $250,000 in the aggregate, or (vii) enter into any contract or agreement, except those that are (x) 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 thirty (30) days' notice; (i) increase in any manner the compensation of (including bonuses), or fringe benefits of, or enter into any new, or (except in accordance with Section 2.01(c)(iii)) modify any existing, change-in-control, equity, retention, bonus, severance or incentive agreement or arrangement with, any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any (x) officers or (y) employees to which annual compensation and benefits that would be provided would exceed $100,000 in the aggregate; (i) enter into any contract, arrangement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement); (j) establish, adopt, enter into, 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 or increase the benefits provided under any Company Benefit Plan (including, without limitation, granting any equity-based compensation), or promise or commit to undertake any of the foregoing in the future; (k) 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 material default under, any Company Contract, Company Lease or License 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 Contract, Company Lease or License Agreement if existing on the date hereof, except in the Ordinary Course of Business or as permitted under Section 5.03 of the Company Disclosure Schedule; (l) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (m) make any material Tax election, change any Tax election, settle or compromise any Tax claim or assessment, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, waive or extend the limitation period applicable to any Tax Liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), request or enter into any Tax ruling with any Governmental Entity, enter into any closing agreement or surrender any right to claim a refund of a amount of Taxes; (n) enter into any agreement, arrangement, commitment or understanding regarding the settlement of any Action listed on Section 3.08 of the Company Disclosure Schedule which requires any payment, expense, or obligation of the Company after the Effective Date; or (o) enter into any contract, agreement or commitment with respect to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (n).

Certain Changes or Events. From Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between the date hereof until and the ClosingClosing Date, except as specifically provided herein or with the prior written consent of Parent or except as set forth on Section 5.03 Parent, neither the Company nor the Shareholders shall and none of the Company Disclosure Schedule, Shareholders shall cause the Company shall notto, and shall cause its Subsidiaries to: (a) take any action to further amend its articles the Company's Articles of incorporation Incorporation or bylaws or other governing instruments; amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of its the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock other than in connection with of the exercise of a Company Stock Option, or issue any option to acquire its capital stock, stock of the Company or any securities convertible into or exchangeable for its capital stock or splitof the Company, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) declare or pay any dividend or make any other distribution in cash or property on any the Company's capital stock; stock unless approved by Parent in writing, (d) merge or consolidate the Company with or into any Person; corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or except as required by law or pursuant to any agreement or Company Benefit Plan, (f) sell or otherwise dispose of or encumber any of its the Company's properties or assets other than in sales or dispositions of inventory in the Ordinary Course ordinary course of Business business consistent with past practice or in connection with normal repairs, renewals and replacements; (f) 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; (g) modify, amend or cancel any of the Company's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) createcancel or compromise any debt or claim related to the Company's or a Company Subsidiary's assets, incur or assume any Indebtedness for borrowed money or secured by real or personal property, except for trade payables incurred other than in the Ordinary Course ordinary course of Business business consistent with past practice, (j) waive or borrowings made release any rights of value relating to the Company's assets, other than in the Ordinary Course ordinary course of Business under the Company LOCbusiness consistent with past practice, (iik) transfer or grant any rights in, under or incur any Liens on any real or personal property that did not exist on the date hereof except with respect to Intellectual Property Rights other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (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, (vi) make any commitments for any capital expenditures in excess of $250,000 in the aggregate, or (vii1) enter into any employment contract with any officer or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $250,000 for employee or make 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 thirty (30) days' notice; (i) increase in any manner the compensation of (including bonuses), or fringe benefits of, loan to or enter into any new, or (except in accordance transaction of any other nature with Section 2.01(c)(iii)) modify any existing, change-in-control, equity, retention, bonus, severance or incentive agreement or arrangement with, any of its current the Company's or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any (x) a Company Subsidiary's officers or employees, (ym) employees enter into any transaction, contract or commitment with respect to which annual compensation and benefits that would be provided would exceed $100,000 its assets, other than in the aggregate; ordinary course of business consistent with past practice, (in) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any material adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect the interests of Parent and Acquisition Subsidiary hereunder or diminish the value of the Company as a going concern, (q) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, arrangementagreement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement); (j) establish, adopt, enter into, amend, or terminate any Company Benefit Plan or any plan, arrangement, program, policy, trust, fund lease or other arrangement that would constitute a or transaction with the Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan (including, without limitation, granting any equity-based compensation), or promise or commit to undertake any of the foregoing Shareholders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in the future; (k) 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 material default under, any Company Contract, Company Lease or License Agreement (except those being contested in good faith) or enter into, assume or amend any contract or commitment manner that is not consistent with the Company's ordinary course of business or would be a Company Contract, Company Lease or License Agreement if existing on the date hereof, except in the Ordinary Course of Business or as permitted under Section 5.03 of the Company Disclosure Schedule; (l) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (m) make any material Tax election, change any Tax election, settle or compromise any Tax claim or assessment, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, waive or extend the limitation period applicable to any Tax Liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), request or enter into any Tax ruling with any Governmental Entity, enter into any closing agreement or surrender any right to claim a refund of a amount of Taxes; (n) enter into any agreement, arrangement, commitment or understanding regarding the settlement of any Action listed on Section 3.08 of the Company Disclosure Schedule which requires any payment, expense, or obligation of the Company after the Effective Date; or (ou) enter into any contract, agreement or commitment with respect to, to or propose or authorize, any of the actions described in the foregoing clauses (a) through (nt).

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except as set forth on Section 5.03 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to: (a) take any action to amend its articles certificate of incorporation or bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its authorized but unissued capital stock other than in connection with the exercise of a Company Stock OptionOption or the vesting of a Company Restricted Stock Unit, in each case issued as of the date hereof, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) declare or pay any dividend or make any other distribution in cash or property on any capital stockstock or restricted stock unit, except for dividends or distributions paid or made by any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; (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 of inventory in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements, except for dispositions or transfers of assets made by any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; (f) 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 business, joint venture or entity; (g) (i) create, incur or assume any Indebtedness for borrowed money or secured by or with real or personal property, except for trade payables incurred in the Ordinary Course of Business or borrowings made in the Ordinary Course of Business under the Company LOCBusiness, (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 by a material amount 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 or make any commitments commitment for any capital expenditures expenditure in excess of $250,000 100,000 in the aggregatecase of any single expenditure or $150,000 in the case of all capital expenditures in any calendar month, except with respect to any capitalized internal software development, or (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $250,000 100,000 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 thirty (30) days' ’ notice; (h) (i) increase in any manner the compensation of or change the historic metrics for determining compensation of (including bonusesbonus), or fringe benefits of, or enter into any new, terminate or (except in accordance with Section 2.01(c)(iii)) modify any existing, change-in-control, equity, retention, bonus, severance or incentive agreement agreement, arrangement or arrangement contract with, any of its current or former officers, directors, management-level employees or independent contractorsAffiliated Radiologists, or (ii) hire or fire any (x) officers or (y) employees to which annual compensation and benefits that would be provided would exceed $100,000 in the aggregatemanagement-level employees; (i) enter into any contract, arrangement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement); (j) 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 or increase the benefits provided under any Company Benefit Plan (including, without limitation, granting any equity-based compensation)Plan, or promise or commit to undertake any of the foregoing in the future; (ki) 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 material default under, any Company Contract, Company Lease or License Agreement Contract (except those being contested in good faith), or (ii) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, Company Lease except with respect to entering into, amending or License Agreement if existing on the date hereof, except renewing customer contracts in the Ordinary Course of Business Business, or as permitted under Section 5.03 (iii) notwithstanding the preceding clause (ii), enter into or amend any contract which would be a Company Contract that (x) materially restricts the rights of the Company Disclosure Scheduleor its Subsidiaries to compete in any line of business in any geographic area or with any Person, or which requires exclusive referrals of business or requires the Company or its Subsidiaries to offer specified products or services to their customers on a priority or exclusive basis (any such provision, a “Non-Competition Provision”) or (y) expands the duration or scope of any Non-Competition Provision in any existing Company Contract, other than in connection with a renewal of Company Contract which does not expand the scope of the existing Non-Competition Provision or extend the duration of the Non-Competition Provision beyond the duration of the entire renewed Company Contract; (lk) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (ml) make or change any material Tax election, change any Tax election, settle or compromise any material Tax claim or assessment, change an annual Tax accounting period, adopt or change any material Tax accounting methodmethod (except as required by Law), file any material amended Tax Return, waive or extend the limitation period applicable to any material Tax Liability liability or assessment (other than pursuant to extensions or of time to file Tax returns obtained in the Ordinary Course of Business), request or enter into any Tax ruling with any Governmental Entity, enter into any closing agreement with respect to a material amount of Taxes or surrender any right to claim a refund of a material amount of Taxes; (n) enter into any agreement, arrangement, commitment or understanding regarding the settlement of any Action listed on Section 3.08 of the Company Disclosure Schedule which requires any payment, expense, or obligation of the Company after the Effective Date; or (om) enter into any contract, agreement or commitment with respect to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (nl).

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent and Acquisition Subsidiary (such consent not to be unreasonably withheld, delayed or except as set forth on Section 5.03 of conditioned), neither the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries tonor HRA shall: (a) take any action to amend its articles Certificate of incorporation Incorporation or bylaws Bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its the authorized but unissued capital stock other than in connection with the exercise of a Company Stock OptionCapital Stock, or issue any option to acquire its capital stockCompany Capital Stock, or any securities convertible into or exchangeable for its capital stock Company Capital Stock or split, combine or reclassify any shares of its capital stockCompany Capital Stock, or create issue, sell or otherwise dispose of any phantom stock, stock appreciation rights plan or similar plansecurities of HRA; (c) 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 of inventory in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) 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; (g) (i) create, incur or assume any Indebtedness indebtedness for borrowed money or secured by real or personal property, except for trade payables incurred in the Ordinary Course of Business or borrowings made in the Ordinary Course of Business under the Company LOC, (ii) grant or incur any Liens on any real or personal property that which did not exist on the date hereof except in the Ordinary Course of Businesshereof, (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, (vi) make any commitments commitment for any capital expenditures expenditure in excess of $250,000 100,000 in the aggregate, case of any single expenditure or $300,000 in the case of all capital expenditures or (vii) enter into any material contract or agreement, except those that are both, (x) entered into in the Ordinary Course of Business 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 thirty (30) 30 days' notice;. (ih) increase in any manner the base compensation of (including bonusesother than in the Ordinary Course of Business), or fringe benefits of, or enter into any new, or (except in accordance with Section 2.01(c)(iii)) modify any existing, change-in-control, equity, retention, bonus, severance or incentive agreement or arrangement with, any of its current employees, directors or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any (x) officers or (y) employees to which annual compensation and benefits that would be provided would exceed $100,000 in the aggregateconsultants; (i) enter into any contract, arrangement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement); (j) 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 or increase the benefits provided under any Company Benefit Plan (including, without limitation, granting any equity-based compensation)Plan, or promise or commit to undertake any of the foregoing in the future; (kj) 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 material default under, any Company Contract, Company Lease or License 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 Contract, Company Lease or License Agreement if existing on the date hereofAgreement, except in the Ordinary Course of Business or as permitted under Section 5.03 of the Company Disclosure ScheduleBusiness; (lk) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintainsmaintained by the Company or HRA; (ml) make any material Tax election, or change any Tax election, settle or compromise any Tax claim or assessment, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, waive or extend the limitation period applicable to any Tax Liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), request or enter into any Tax ruling with any Governmental Entity, enter into any closing agreement agreement, settle any Tax claim or assessment relating to Company or HRA, surrender any right to claim a refund of a amount Taxes, consent to any extension or waiver of Taxes; (n) enter into the limitation period applicable to any Tax claim or assessment relating to Company or HRA, or take any other similar action relating to the filing of any Tax Return or of the payment of any Tax, if such election, adoption, change, amendment, agreement, arrangementsettlement, commitment surrender, consent or understanding regarding other action would have the settlement effect of increasing the Tax liability of Company or HRA for any Action listed on Section 3.08 of the Company Disclosure Schedule which requires any payment, expense, or obligation of the Company period ending after the Effective Closing Date or decreasing any Tax attribute of Company or HRA existing on the Closing Date; or (om) enter into any contract, agreement or commitment with respect to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (nl).