Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. From the date hereof until the ---------------------------- Closing, except as specifically provided herein or with the prior written consent of Parent and Acquisition Subsidiary, none of the Company or the Holders shall, and none of the Holders shall cause the Company to, (a) take any action to amend the Company's Articles of Incorporation or By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company, or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock (other than dividends payable in respect of Company Preferred Stock), (d) merge or consolidate the Company with or into any corporation, (e) 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 stockholders, or otherwise establish, sponsor or amend any Company Benefit Plan except as required by law or pursuant to any agreement or Company Benefit Plan disclosed on Schedule 3.19 hereto, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (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) cancel or compromise any debt or claim related to the Company's assets, other than in the ordinary course of business, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business, (k) transfer or grant any rights in or under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or with respect to any know-how, processes or formulas, relating to its assets, other than in the ordinary course of business consistent with past practice, (l) enter into any employment contract with any officer or employee, or make any loan to, or enter into any transaction of any other nature with, any of the Company's directors, officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practice, (n) 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 adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might adversely affect the interests of Parent or 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, agreement, lease or other arrangement or transaction with the Company or any of the Holders or any affiliate thereof, or (s) 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 (r).

Certain Changes or Events. From Between the date hereof until and the ---------------------------- ClosingClosing Date, except as specifically provided herein or with the prior written consent of Parent and Acquisition Subsidiary, none of the Company or the Holders shall, shall and none of the Holders shall cause the Company to, (a) take any action to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company, Company or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock (other than dividends payable in respect of Company Preferred StockS Corp. Dividends set forth on Schedule 5.02), (d) merge or consolidate the Company with or into any corporation, partnership, limited liability company or other business organization, (e) 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 stockholders, shareholders or otherwise establish, sponsor or amend any Company Benefit Plan except as required by law or pursuant to any agreement or Company Benefit Plan disclosed on Schedule 3.19 hereto3.19(c), (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (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) cancel or compromise any debt or claim related to the Company's assets, other than in the ordinary course of businessbusiness consistent with past practice, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of businessbusiness consistent with past practice, (k) transfer or grant any rights in or in, under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or with respect to any know-how, processes or formulas, relating to its assets, Intellectual Property Rights other than in the ordinary course of business consistent with past practice, (l1) enter into any employment contract with any officer or employee, employee or make any loan to, to or enter into any transaction of any other nature with, with any of the Company's directors, officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practicepractice (other than as contemplated by Section 5.10), (n) 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 adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might adversely affect the interests of Parent or 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, agreement, lease or other arrangement or transaction with the Company or any of the Holders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any or both 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 a manner that is not consistent with the Company's ordinary course of business or (su) 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 (rt).

Certain Changes or Events. From Since the date hereof until the ---------------------------- ClosingBalance Sheet Date, except as specifically provided herein contemplated by this Agreement or with the prior written consent of Parent and Acquisition Subsidiary, none as set forth in Section 4.8 of the Company or Disclosure Schedule, the Holders shallCompany and the Company Subsidiaries have conducted the Business only in the ordinary course, and none of the Holders shall cause the Company to, there has not been: (a) take any action to amend event or development that would, individually or in the Company's Articles of Incorporation or By-Lawsaggregate, have a Material Adverse Effect; (b) issueany declaration, sell setting aside or otherwise dispose payment of any dividend or other distribution (whether in cash, stock or property) or redemption with respect to (i) the Company Capital Stock or (ii) any capital stock of a Company Subsidiary; (c) any damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have a Material Adverse Effect; (d) any change in accounting methods, principles or practices affecting the Company or a Company Subsidiary, except as required by GAAP; (e) any change to the manner of billing of, or the credit lines made available to, any Company Clients; (f) any transfer, assignment, sale or other disposition of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company assets shown or issue any option to acquire capital stock of the Company, or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock (other than dividends payable in respect of Company Preferred Stock), (d) merge or consolidate the Company with or into any corporation, (e) 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 stockholders, or otherwise establish, sponsor or amend any Company Benefit Plan except as required by law or pursuant to any agreement or Company Benefit Plan disclosed on Schedule 3.19 hereto, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions reflected in the ordinary course of business consistent with past practice Current Balance Sheet or cancelled any debts or entitlements except, in connection with normal repairseach case, renewals and replacements, (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; (g) except for Permitted Encumbrances, any creation or permitting to exist any Encumbrance affecting any of the assets or property of the Company or a Company Subsidiary; (h) fail to operate any discharge or satisfaction of any Encumbrance by the Business Company or a Company Subsidiary, or any payment of any Liability by the Company or a Company Subsidiary other than Liabilities included in the customary manner Current Balance Sheet and in Liabilities incurred since the ordinary and regular course date 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) cancel or compromise any debt or claim related to the Company's assets, other than in the ordinary course of business, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business, (k) transfer or grant any rights in or under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or with respect to any know-how, processes or formulas, relating to its assets, other than Current Balance Sheet in the ordinary course of business consistent with past practice; (i) any granting of bonuses, (l) enter whether monetary or otherwise, or made any general wage or salary increases in respect of the Company Employees, or changed the terms of employment for any Company Employee or entered into any employment a written contract with any officer or employee, or make any loan to, or enter into any transaction of any other nature with, any of the Company's directors, officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than Company Employee except in the ordinary course of business consistent with past practice, ; (nj) suffer any casualty loss hiring or damage dismissal of any senior Company Employees (whether current, former or not such loss retired); (k) the engagement in any transaction, the making of any loan or damage shall have been covered by insurance) which affects its ability to conduct its business the entering into any arrangement with any officer, director, partner, shareholder, Company Employee (whether current, former or affects the value of its assets as carried on its booksretired), (o) suffer any adverse change in its financial condition consultant, independent contractor or results of operations or in its assets, (p) take any other action which might adversely affect the interests of Parent or Acquisition Subsidiary hereunder or diminish the value agent of the Company as or a going concernCompany Subsidiary, (q) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any change except in the costing standards reflected in the Unaudited Statementsordinary course of business consistent with past practice; or (l) any authorization, (r) enter into any contract, agreement, lease agreement or other arrangement or transaction with committing the Company or a Company Subsidiary to do any of the Holders or any affiliate thereof, or (s) 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 (r)foregoing.

Certain Changes or Events. From Except to the extent reasonably necessary to obtain requisite consents of any Governmental Entity or the Parent Shareholders to the transactions and the Merger contemplated by this Agreement, and if necessary to conform its governance documents (such as its Bylaws) to the requirements of this Agreement or any Governmental Entity or NASDAQ, between the date hereof until and the ---------------------------- ClosingClosing Date, and further, except as specifically provided herein for violations, breaches, or with defaults which would not, individually or in the prior written aggregate, have a Material Adverse Effect, Parent shall not, without the consent of Parent and Acquisition Subsidiary, none of the Company or the Holders shall, and none of the Holders shall cause the Company to, (a) take any action to further amend the CompanyParent's Articles of Incorporation or amend the Parent's By-Laws, (b) except pursuant to an option holder's exercise of an existing outstanding Parent stock option or awards, issue, sell or otherwise dispose of any of the CompanyParent's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company Parent or issue any Capital Stock or any option to acquire capital stock of the Company, Parent or any securities convertible into or exchangeable for capital stock of the CompanyParent or take any other action or enter into any other transaction that could have a dilutive effect to the Shareholders, (c) declare or pay any stock dividend or make any other distribution in cash or property on stock split with respect to the CompanyParent's capital stock (other than dividends payable in respect of Company Preferred Stock)stock, (d) merge or consolidate the Company Parent with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company Parent to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or stockholders, shareholders or otherwise establish, sponsor or amend any Company Parent Benefit Plan except for salary or wage increases or bonuses consistent with past practice on an historical basis, or as required by law or pursuant to any agreement or Company Parent Benefit Plan disclosed on Schedule 3.19 heretoPlan, (f) sell or otherwise dispose of or encumber any of the CompanyParent's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the CompanyParent's or any Parent Subsidiary'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 its 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 its business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the CompanyParent's assets, other than in the ordinary course of business, (j) waive or release any rights of value relating to the CompanyParent Subsidiary's assets, other than in the ordinary course of business, (k) transfer or grant any rights in or under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or with respect to any know-how, processes or formulas, relating to its assets, other than in the ordinary course of business consistent with past practice, (lj) waive or release any rights of value relating to the Parent's assets, other than in the ordinary course of business consistent with past practice, (k) transfer or grant any rights in, under or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, (1) enter into any employment contract with any officer or employee, employee or make any loan to, to or enter into any transaction of any other nature with, with any of the CompanyParent's directors, or a Parent Subsidiary's officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practice, (n) 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 adversely affect the interests of Parent Company or Acquisition Subsidiary Shareholders hereunder or diminish the value of the Company Parent as a going concern, (q) alter the manner of keeping the CompanyParent'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 modify any contractrefund, agreementrebate, lease discount or other arrangement return policies or transaction practices in a manner that is not consistent with the Company Parent's or any the Parent Subsidiary's ordinary course of the Holders or any affiliate thereof, business or (s) 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 (r). The foregoing shall not prohibit any of the following: (a) action taken to amend the Articles of Incorporation of Parent to authorize an additional 10 million shares of Common Stock of Parent; provided that such amendment does not change the rights and privileges of the Parent Common Stock; (b) such action as may be authorized by the Compensation Committee of the Parent Board of Directors to provide contractual registration rights providing for public resale of shares held by Parent's executive officers or directors, their spouses or trusts for their family members or beneficiaries; (c) action of Parent's Board of Directors to amend the By-Laws of Parent to provide for the governance arrangements described in Section 5.03B or to provide for the annual meeting of shareholders to be held earlier than January 15; (d) amend Parent's 1997 Stock Incentive Plan to increase the total number of shares of Parent's Capital Stock available for issuance to one million (1,000,000) shares, and increase the number of shares that may be issued to any awardee to five hundred thousand (500,000) shares; and (e) Parent may grant a director and/or employee stock options that in the aggregate shall not entitle the recipients thereof to acquire more than twenty thousand (20,000) shares of Parent Common Stock.