Common use of Certain Prohibited Actions Clause in Contracts

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a), except (x) for matters set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly permitted or expressly contemplated or required by this Agreement, or for matters required by a Governmental Authority or by applicable Law, or (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereof, the Company shall not, and shall cause each Company Subsidiary to not, do any of the following: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its Equity Securities, except for dividends and distributions by a direct or indirect Company Subsidiary to the Company or another Company Subsidiary; (ii) amend any of its Organizational Documents as in effect on the date hereof, except as may be required by Law; (iii) except for a transaction by a wholly owned Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transaction, split, combine, consolidate, subdivide, reclassify or otherwise amend the terms of any of its Equity Securities or securities convertible into or exchangeable or exercisable for Equity Securities, or, except as permitted by Section 5.01(b)(v), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securities; (iv) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of any Company Entity convertible into or exchangeable or exercisable for Equity Securities of any Company Entity, or any warrants, calls, options or other rights to acquire any such Equity Securities, except for (A) the acquisition by the Company of Company Shares in connection with the surrender of Company Shares by holders of Company Options outstanding as of the date of this Agreement in order to pay the exercise price thereof, (B) the withholding of Company Shares to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement and (C) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (C), in each case, in accordance with the terms of the applicable Company Equity Award in effect as of the date of this Agreement; (v) issue, deliver, sell, transfer, grant, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) any Equity Securities, in each case, except for the issuance or grant of (A) Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to the exercise of Company Options or the settlement of Company PSUs and Company RSUs, in each case, outstanding as of the date of this Agreement; (vi) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreement: (A) other than grants of Company Equity Awards as provided in Section 5.01(b)(v) and merit- or promotion-based increases in base salary or wage rate or target incentive cash compensation in the ordinary course of business, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (it being understood that payment of bonuses and other incentive compensation pursuant to the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable); (B) other than in the ordinary course of business consistent with past practice, establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan (or any plan or agreement that would be a Company Benefit Plan if in existence on the date of this Agreement); (C) amend or terminate the ESPP or the Company ShareSave Plan, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits under any Company Benefit Plan; or (E) other than in the ordinary course of business, hire or promote any person for employment with the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) to fill any currently existing position with annual base salary of $200,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement); provided, that any Company Entity may adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, to the Company and the Company Subsidiaries of providing benefits thereunder is not materially increased; (vii) make or implement any material change in financial accounting methods, principles or practices, except to the extent as may have been required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board); (viii) acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations or (y) acquisitions of material assets, except for, or with respect to, in each case, (A) transactions solely between the Company and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) acquisitions of supplies or equipment in the ordinary course of business consistent with past practice, or (C) with respect to this clause (y) only, capital expenditures permitted by Section 5.01(b)(xiii); (ix) sell, lease, transfer, exchange, swap or otherwise dispose of, or subject to any Lien any of its assets, securities, properties, interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts or commitments (B) transfers among the Company Entities, (C) sales, leases, or dispositions of assets (but not businesses or properties) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects the terms of, any Indebtedness (other than Indebtedness incurred by the Company Entities and owed to the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial value; (xii) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, except for: (A) Indebtedness as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii); (B) guarantees by the Company of existing Indebtedness of any Company Subsidiary; (C) Indebtedness solely between the Company Entities; (D) borrowings under the existing facilities set forth on Section 5.01(b)(xii) of the Company Disclosure Letter in the ordinary course of business; (E) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors; (xiii) make (or commit to make) any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B) in accordance with the schedule set forth in Section 5.01(b)(xiii) of the Company Disclosure Letter or (C) with respect to any capital expenditure not addressed by the foregoing clause (A) or clause (B), not to exceed $2,000,000 in the aggregate in any calendar quarter; (xiv) other than in the ordinary course of business consistent with past practice, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right under, any Material Contract or any Contract relating to material Owned Real Property or Leased Real Property, except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xv) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third party, in each case other than in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigation; (xvi) modify, extend or enter into any material collective bargaining agreement, except as required pursuant to an applicable Contract in effect as of the date of this Agreement; (xvii) recommend, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviii) waive, release, assign, settle or compromise any material Claim against any Company Entity, except for waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that does not exceed (I) the amount with respect thereto reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 in the aggregate or (B) does not impose any injunctive relief on any of the Company Entities or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made in the ordinary course of business consistent with past practice and does not contain any admission of invalidity of any such material Intellectual Property or of the validity or infringement of any Intellectual Property of another Person that is material to the products or services of any of the Company Entities; (xix) cancel any of the Company’s material insurance policies or fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policy, other than in the ordinary course of business, consistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (i) other than in the ordinary course of business consistent with past practice, file any Tax Return, make, change or revoke any material Tax election or change any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding with respect to Tax matters in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practice, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof shall not be prohibited by this clause (v)); or (vi) surrender any right to claim a material Tax refund; (xxi) adopt or otherwise implement any stockholder rights plan, “poison pill” or other comparable agreement; (xxii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans, advances, or capital contributions solely among the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, (C) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors and (D) pursuant to mandatory capital contribution obligations of any investment fund or joint venture entity to which the Company or any of the Company Subsidiaries are parties as of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof), so long as neither the Company nor any Company Subsidiary nor any of their respective Representatives have caused or directed such mandatory capital contribution; (xxiii) other than in the ordinary course of business consistent with past practice, voluntarily terminate, materially modify or waive in any material respect any material right under any material Permit of any Company Entity; (xxiv) enter into any material new line of business; (xxv) (A) modify, supplement or amend in any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure Letter, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract or otherwise agree to do, or authorize the taking of, any of the foregoing.

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a4.01(a), except (x) for matters any action required by applicable Law or any COVID-19 Related Action, (y) as set forth in Section 5.01(b4.01(b) of the Company Seller Disclosure Letter or as otherwise expressly permitted or expressly contemplated or required by this Agreement, or for matters required by a Governmental Authority or by applicable Law, or (yz) with the prior written consent of Parent Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of Closing, Seller and its Subsidiaries (with respect to the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereof, the Company shall not, and shall cause each Company Subsidiary to not, do any of the following:Business): (i) declare, set aside or pay shall not permit any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, Nutrition Entity to amend any of its Equity Securities, except for dividends and distributions by a direct or indirect Company Subsidiary to the Company or another Company SubsidiaryOrganizational Documents; (ii) amend shall not permit any of its Organizational Documents as in effect on the date hereof, except as may be required by Law; (iii) except for a transaction by a wholly owned Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transactionNutrition Entity to adjust, split, combine, consolidate, subdivide, subdivide or reclassify or otherwise amend the terms of any of its Equity Securities capital stock, other equity interests or voting securities, or securities convertible into or exchangeable or exercisable for Equity Securitiescapital stock or other equity interests or voting securities, or, except as permitted by Section 5.01(b)(v), or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securitiescapital stock, other equity interests or voting securities; (iviii) shall not permit any Nutrition Entity to declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any securities of any Nutrition Entity, or purchase, repurchase, redeem or otherwise acquire, or offer to purchase, repurchase, redeem or otherwise acquire, any Equity Securities capital stock or voting securities of, or equity interests in, any Nutrition Entity or any securities of any Company Nutrition Entity convertible into or exchangeable or exercisable for Equity Securities of capital stock or voting securities of, or equity interests in, any Company Nutrition Entity, or any warrants, calls, options or other rights to acquire any such Equity Securitiescapital stock, except for securities or interests; provided, however, that (1) any Nutrition Entity shall be permitted (A) the acquisition to reimburse Seller, whether by the Company of Company Shares dividend, distribution or otherwise, for any actual costs and expenses incurred by Seller in connection with the surrender of Company Shares by holders of Company Options outstanding as paying ordinary course Liabilities of the date of this Agreement in order to pay the exercise price thereofNutrition Entities, (B) the withholding of Company Shares to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement and (C) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (C), in each case, in accordance with the terms of the applicable Company Equity Award in effect as of the date of this Agreement; (v) issue, deliver, sell, transfer, grant, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) any Equity Securities, in each case, except for the issuance or grant of (A) Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to the exercise of Company Options or the settlement of Company PSUs and Company RSUs, in each case, outstanding as of the date of this Agreement; (vi) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreement: (A) other than grants of Company Equity Awards as provided in Section 5.01(b)(v) and merit- or promotion-based increases in base salary or wage rate or target incentive cash compensation in the ordinary course of business, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (it being understood that payment of bonuses and other incentive compensation pursuant to the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable); (B) other than including payroll Liabilities in the ordinary course of business consistent with past practice, (B) to take any action necessary to settle, prior to Closing, any intercompany loans or liabilities owed by Seller or any Nutrition Entity to any other Nutrition Entity, or by any Nutrition Entity to Seller in accordance with Section 4.11 and (C) to declare, set aside or pay any dividend or other distribution in connection with Seller paying Liabilities in the ordinary course of business consistent with past practice, including ordinary course Taxes incurred by Seller or any of its Subsidiaries (including any Nutrition Entity) with respect to the Business and (2) any Nutrition Entity shall be permitted to pay cash dividends or other cash distributions to Seller; (iv) shall not, and shall not permit any Nutrition Entity to issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens) or authorize the issuance, delivery, sale, grant, pledge, or encumbrance of any equity interests of a Nutrition Entity or Equity Securities, except for any Lien pursuant to the Credit Agreement; (v) shall not and shall not permit any Nutrition Entity to (1) except as required by any Nutrition Material Contract or Nutrition Benefit Plan in place as of the date hereof or by applicable Law, make any grants or payments of compensation, severance or benefits, or increase the compensation, severance, or benefits payable or to become payable to any current or former Business Employee, (2) except as required by any Nutrition Material Contract or Nutrition Benefit Plan in place as of the date hereof or by applicable Law, establish, adopt, enter into, materially amend, amend or terminate any Company material Nutrition Benefit Plan (or any plan or agreement that would be a Company Nutrition Benefit Plan if in existence on the date of this Agreement); (C) amend , except amendments or terminate the ESPP modifications made as a result of renewals of insurance Contracts or the Company ShareSave Plan, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits under any Company Benefit Plan; or (E) other than arrangements that have been made historically in the ordinary course of businessbusiness that would not result in a material Liability to any Nutrition Entity or as required by applicable Law, (3) enter into, adopt, or modify any collective bargaining agreement or other Contract with any labor organization, (4) implement any employee layoffs implicating WARN, or (5) hire or promote otherwise enter into any person for employment or consulting agreement or arrangement with the Company any employee, consultant or independent contractor, or terminate without cause any Company Subsidiary with annual employee, consultant, independent contractor or other individual service provider, in each case, whose base salary of compensation would exceed, on an annualized basis, $200,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) to fill any currently existing position with annual base salary of $200,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement); provided, that any Company Entity may adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, to the Company and the Company Subsidiaries of providing benefits thereunder is not materially increased100,000; (viivi) shall not with respect to the Business make or implement any material change in financial accounting methods, principles or practices, except to the extent as may have been be required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board); (viiivii) acquire shall not with respect to the Business, and shall not permit any Nutrition Entity to, make any acquisition of (including by merger, consolidation or acquisition of stock or assets assets), directly or indirectly, any other means) assets, securities, properties, interests or authorize or announce an intention to so acquirebusinesses, or enter into except in any agreements providing such case for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations or (y1) acquisitions of material assetsinventory, except for, or with respect to, in each case, (A) transactions solely between the Company equipment and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries other assets in the ordinary course of business consistent with past practice, (B2) acquisitions any such acquisition where the consideration is not in excess of supplies or equipment $1,000,000 in the ordinary course of business consistent with past practiceaggregate, or (C3) with respect to this clause (y) only, any capital expenditures permitted by Section 5.01(b)(xiii4.01(b)(ix); (ixviii) sell, lease, transfer, exchange, swap or otherwise dispose of, or subject to any Lien any of its assets, securities, properties, interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts or commitments (B) transfers among the Company Entities, (C) sales, leases, or dispositions of assets (but shall not businesses or properties) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects the terms of, any Indebtedness (other than Indebtedness incurred by the Company Entities and owed to the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial value; (xii) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, except for: (A) Indebtedness as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii); (B) guarantees by the Company of existing Indebtedness of any Company Subsidiary; (C) Indebtedness solely between the Company Entities; (D) borrowings under the existing facilities set forth on Section 5.01(b)(xii) of the Company Disclosure Letter in the ordinary course of business; (E) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors; (xiii) make (or commit to make) any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B) in accordance with the schedule set forth in Section 5.01(b)(xiii) of the Company Disclosure Letter or (C) with respect to any capital expenditure not addressed by the foregoing clause (A) or clause (B), not to exceed $2,000,000 in the aggregate in any calendar quarter; (xiv) other than in the ordinary course of business consistent with past practice, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right under, any Material Contract or any Contract relating to material Owned Real Property or Leased Real Property, except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xv) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third party, in each case other than in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigation; (xvi) modify, extend or enter into any material collective bargaining agreement, except as required pursuant to an applicable Contract in effect as of the date of this Agreement; (xvii) recommend, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviii) waive, release, assign, settle or compromise any material Claim against any Company Entity, except for waivers, releases, assignments, settlements or compromises that (A) with respect to the payment Business, and shall not permit any Nutrition Entity to, incur or assume any Indebtedness that is not paid off at or prior to Closing (other than endorsements of monetary damages, the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that does not exceed (I) the amount with respect thereto reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 checks in the aggregate ordinary course), except for Indebtedness or (B) does not impose any injunctive relief on any of obligations under the Company Entities existing Credit Agreement or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made incurred in the ordinary course of business consistent with past practice and does for current liabilities; (ix) shall not contain incur or commit to incur with respect to the Business, and shall not permit any admission of invalidity of Nutrition Entity to incur or commit to incur, any such material Intellectual Property capital expenditure, other than capital expenditures (1) paid in full prior to Closing, (2) treated as a current liability in the Net Working Capital Amount, or (3) incurred in accordance with the plans for capital expenditures set forth in Section 4.01(b)(ix) of the validity Seller Disclosure Letter; (x) shall not, and shall not permit any Nutrition Entity to, deviate in any material respect from the plans for marketing expenditures for the Business set forth in Section 4.01(b)(x) of the Seller Disclosure Letter; (xi) shall not, and shall not permit any Nutrition Entity to, transfer, sell, lease, license, surrender, divest, cancel, abandon, allow to lapse or infringement of any Intellectual Property of another Person that is material to the products expire or services otherwise dispose of any of the Company Entitiesmaterial assets, licenses, operations, rights, product lines, properties or interests of the Business, other than routine sales of inventory in the ordinary course of business; (xixxii) cancel any of the Company’s material insurance policies or fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policyexcept for benefits, travel and other than advances provided in the ordinary course of business, consistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (i) other than in the ordinary course of business consistent with past practice, file any Tax Return, make, change or revoke any material Tax election or change any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding shall not with respect to Tax matters in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practiceBusiness, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof and shall not be prohibited by this clause (v)); or (vi) surrender permit any right to claim a material Tax refund; (xxi) adopt or otherwise implement any stockholder rights planNutrition Entity to, “poison pill” or other comparable agreement; (xxii) make any loans, advances or capital contributions to, or investments in, any other PersonPerson (other than a Nutrition Entity); (xiii) shall not, and shall not permit any Nutrition Entity to, cancel, compromise, release or assign any Indebtedness owed to the Business or the Nutrition Entities by a third party, except for (A) loans, advances, or capital contributions solely among the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice; (xiv) shall not, and shall not permit any Nutrition Entity to, (x) waive, release or assign any of its material rights, claims or benefits with respect to any Nutrition Material Contract or (y) enter into any Contract that would be a Nutrition Material Contract if entered into on or prior to the date hereof, or materially amend, materially modify or terminate any Nutrition Material Contract, relinquish, fail to renew, or amend or modify any pricing term or any other material term of any Nutrition Material Contract, in each case in (y), that (A) is not terminable by Seller or the Nutrition Entity that is a party thereto on ninety (90) days or less notice and (B) advances that is not terminable without a penalty, premium, fee or other Liability; provided that, with respect to the matters set forth in this Section 4.01(b)(xiv), (I) Seller shall use its reasonable best efforts to provide reasonable advance notice (but not less than twenty-four (24) hours) to Purchaser of such matters and (II) Purchaser’s prior written consent shall be deemed to be granted if Purchaser does not object in writing (including via email) within twenty-four (24) hours following Seller’s written request for reimbursable employee expenses approval (including via email) with respect to any such matter; (xv) other than in the ordinary course of business consistent business, shall not, as it relates solely to one or more Nutrition Entities, incur any material amount of Taxes, make, revoke or change any material Tax election, change any method of accounting or accounting period for Tax purposes, enter into any agreement with past practiceany Governmental Authority with respect to Taxes that would reasonably be expected to increase the Tax Liability of any of the Nutrition Entities for any Tax period (or portion thereof) beginning after the Closing Date, file any amended Tax Return, take action to surrender any claim for a refund of Taxes (C) loans, advances and extensions other than a refund that would be for the benefit of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors and (D) Seller pursuant to mandatory capital contribution obligations Section 8.07(b)) or enter into any agreement to extend or waive the applicable statute of limitations with respect to any investment fund Taxes; (xvi) shall not, and shall not permit any Nutrition Entity to, adopt a plan of complete or joint venture entity to which partial liquidation, dissolution or merger, amalgamation, consolidation, restructuring, recapitalization or material reorganization; (xvii) shall not, and shall not permit any Nutrition Entity to, change in any material respect the Company Business’ or any of the Company Subsidiaries are parties as Nutrition Entities’ policies, procedures or timing of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof)collection of accounts receivable, so long as neither the Company nor any Company Subsidiary nor any payment of their respective Representatives have caused accounts payable, billing of its customers, pricing and payment terms, cash collections, cash payment or directed such mandatory capital contributionsimilar terms with suppliers; (xxiiixviii) shall not, and shall not permit any Nutrition Entity to, take or omit to take any action that has had or would reasonably be expected to have the effect of materially delaying or materially postponing the payment of any account payable or materially accelerating the collection of any third party receivable or materially discounting any accounts receivable; (xix) shall not, and shall not permit any Nutrition Entity to, encourage any Material Customer to purchase or maintain product inventory at a level materially in excess of the level of the product inventory historically purchased or maintained by such Material Customer in such manner that after Closing would result in materially decreased orders or would materially increase returns from such Material Customer as compared to the normal historical orders or returns from such Material Customer; (xx) shall not, and shall not permit any Nutrition Entity to, (i) increase inventory in a material amount (other than in the ordinary course of business consistent with past practice, voluntarily terminatefor the avoidance of doubt, materially modify taking into account the seasonality of the Business), or waive (ii) fail to replenish inventory in the ordinary course of business consistent with past practice (for the avoidance of doubt, taking into account the seasonality of the Business); (xxi) shall not, and shall not permit any Nutrition Entity to, commence, settle or compromise any Proceeding seeking damages, or requiring settlement payments, or seeking material injunctive or other equitable relief unless such settlement is for monetary damages only not in excess of $500,000 and is fully paid prior to the Closing with no adverse impact on the Nutrition Entities post-Closing; (xxii) shall not, and shall not permit any Nutrition Entity to, pay, discharge or satisfy any material respect claim, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practice that are settled or compromised solely upon payment of cash prior to Closing; (xxiii) shall not, and shall not permit any material right under Nutrition Entity to, enter into any material Permit of any Company Entity;swap, forward, future, put, call, floor, cap, collar, option or derivatives transaction or option or other similar hedge Contract or arrangement; or (xxiv) enter into shall not, and shall not permit any material new line of business; (xxv) (A) modifyNutrition Entity to, supplement agree, resolve or amend in any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure Letter, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract or otherwise agree commit to do, or authorize the taking of, do any of the foregoing.

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a), except Except (x) for matters as set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly permitted or expressly contemplated or required by this Agreement, the Education Transaction Documents or for matters as required by a Governmental Authority or by applicable Law, or (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereofTime, the Company Company: (i) shall not, and shall cause each not permit any other Company Subsidiary to notEntity to, do any of the following: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its Equity Securitiescapital stock, other equity interests or voting securities, except for dividends and distributions by a direct or indirect Company Subsidiary to the Company or another to any other wholly owned Company Subsidiary; provided, that, except for $10,000,000, all cash held by any Company Entity must be held in one of the Post-Sale Company Entities as of immediately prior to the Education Closing; (ii) shall not, and shall not permit any other Post-Sale Company Entity to, amend or otherwise change any of its Organizational Documents as in effect on the date hereof, except as may be required by Lawany material respect; (iii) except for a transaction as permitted by a wholly owned Section 5.01(b)(vi), shall not, and shall not permit any other Post-Sale Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transactionEntity to, split, combine, consolidate, subdivide, subdivide or reclassify or otherwise amend the terms of any of its Equity Securities capital stock, other equity interests or voting securities, or securities convertible into or exchangeable or exercisable for Equity Securitiescapital stock or other equity interests or voting securities, or, except as permitted by Section 5.01(b)(v), or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securitiescapital stock, other equity interests or voting securities; (iv) shall not, and shall not permit any other Post-Sale Company Entity to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) shall not, and shall not permit any Post-Sale Company Entity to, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities capital stock or voting securities of, or equity interests in, any Post-Sale Company Entity or any securities of any Post-Sale Company Entity convertible into or exchangeable or exercisable for Equity Securities of capital stock or voting securities of, or equity interests in, any Company Entity, or any warrants, calls, options or other rights to acquire any such Equity Securitiescapital stock, securities or interests, except for (A1) the acquisition by the Company of shares of Company Shares Common Stock in connection with the surrender of shares of Company Shares Common Stock by holders of Company Options outstanding as of the date of this Agreement in order to pay the exercise price thereof, (B2) the withholding of shares of Company Shares Common Stock to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement and (C3) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (C), in each case, in accordance with the terms of the applicable Company Equity Award in effect as of the date of this Agreement; (vvi) shall not, and shall not permit any other Post-Sale Company Entity to, issue, deliver, sell, transfergrant, grantdispose of, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) any Equity Securities, in each case, except for the issuance or grant of (A) shares of Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to Common Stock upon the exercise of Company Options or pursuant to the settlement of Company PSUs and Company RSUs, in each case, RSUs outstanding as of the date of this AgreementAgreement in accordance with their terms; (vivii) shall not, and shall not permit any other Company Entity to, grant any Company Equity Awards or other equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, except as set forth in Section 5.01(b)(vii) of the Company Disclosure Letter; (viii) shall not, and shall not permit any other Company Entity to, (1) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreement: (A) other than in ordinary course of business, (B) for grants of Company Equity Awards equity awards as provided in Section 5.01(b)(v5.01(b)(vii) and merit- or promotion-based increases in base salary consistent with past practice or wage rate grants or target incentive cash compensation payments of bonus awards in the ordinary course of businessbusiness or (C) with an effective time from and after the Education Closing with respect to any Education Employee, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof Personnel, (it being understood that payment of bonuses and other incentive compensation pursuant to the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable); (B2) other than in the ordinary course of business consistent with past practicebusiness, establish, adopt, enter into, materially amend, amend in any material respect or terminate any Company Benefit Plan (or any plan or agreement that would be a Company Benefit Plan if in existence on the date of this Agreement); , (C3) amend or terminate except as expressly set forth in the ESPP or the Company ShareSave PlanEducation Transaction Documents, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits for the Education Employees under any Company Benefit Plan; or , (E4) other than in the ordinary course of business, hire enter into any collective bargaining agreement with any labor organization or promote any person for employment with the Company or (5) amend any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) to fill any currently existing position with annual base salary of $200,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement)Equity Awards; provided, however, that any Post-Sale Company Entity may (1) take any such action to the extent required by the terms of an existing Contract or Company Benefit Plan or (2) adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, cost to the Company and the Company Subsidiaries its subsidiaries of providing benefits thereunder is not materially increased; provided, further, that in no event may any new participants be added to the Advisory Board Company Severance and Change in Control Plan; (viiix) make shall not, and shall not permit any other Post-Sale Company Entity to, make, implement or implement adopt any material change in financial accounting methods, principles or practices, except to the extent as may have been required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board), each as concurred by the Company’s independent registered public accountants; (viiix) acquire shall not, and shall not permit any other Post-Sale Company Entity to, (1) make any acquisition (including by merger, consolidation or acquisition of stock or assets assets) of any other Person or any material assets, deposits or properties of any other meansPerson or (2) make any material investment in any other Person either by purchase of stock or authorize securities, contributions to capital, property transfers or announce an intention to so acquire, purchase of property or enter into any agreements providing for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person, except for acquisitions or investments for consideration that is not in excess of $5,000,000 in the aggregate; (xi) shall not, and shall not permit any other Post-Sale Company Entity to, sell, transfer, lease, rent, license, assign, abandon, mortgage, encumber or otherwise dispose of any of its properties, legal entities or assets to any Person or any business or division thereofother than sales, transfers, leases, rents, licenses, assignments, abandonments, mortgages, or otherwise engage in any mergers, consolidations or business combinations or (y) acquisitions of material assets, except for, or with respect to, in each case, (A) transactions solely between the Company and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries encumbrances in the ordinary course of business consistent with past practice, except, in each case, for any Education Assets; (Bxii) acquisitions shall not, and shall not permit any other Post-Sale Company Entity to, incur, assume, redeem, repurchase, prepay, defease, cancel, restructure, refinance or otherwise acquire, or modify the terms of, any Indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (1) Indebtedness incurred in the ordinary course of supplies business consistent with past practice in an aggregate principal amount not to exceed $5,000,000 outstanding at any time, (2) guarantees by the Company of existing Indebtedness of any wholly owned Post-Sale Company Entity or equipment (3) borrowings under existing revolving credit facilities (or replacements thereof on comparable terms) or existing commercial paper programs in the ordinary course of business consistent with past practice, or (C) ; provided that any Indebtedness with respect to borrowed money incurred, assumed, redeemed, repurchased, restructured, refinanced, acquired, guaranteed or for which any Company Entity otherwise becomes liable under this clause (ySection 5.01(b)(xii) only, capital expenditures permitted by Section 5.01(b)(xiii); (ix) sell, lease, transfer, exchange, swap or otherwise dispose of, or shall be subject to prepayment without penalty at any Lien time; provided, further, that any of its assets, securities, properties, interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts or commitments (B) transfers among the Company Entities, (C) sales, leases, or dispositions of assets (but not businesses or properties) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except Indebtedness with respect to patents expiring in accordance with their terms) borrowed money incurred, assumed, redeemed, repurchased, restructured, refinanced, acquired, guaranteed or for which any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects Education Entity otherwise becomes liable shall expressly acknowledge that the terms of, any Indebtedness (other than Indebtedness incurred by the Post-Sale Company Entities and owed to will not be affiliated with the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in Education Entities following the aggregate) or settle, waive or amend any claims or rights of substantial value; (xii) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities closing of the Education Transaction, and shall release the Post-Sale Company or Entities from any of its Subsidiaries, except for: (A) Indebtedness as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii); (B) guarantees by and all Liabilities in respect thereof at and following the Company of existing Indebtedness of any Company Subsidiary; (C) Indebtedness solely between the Company Entities; (D) borrowings under the existing facilities set forth on Section 5.01(b)(xii) closing of the Company Disclosure Letter in the ordinary course of business; (E) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendorsEducation Transaction; (xiii) shall not, and shall not permit any other Company Entity (including any Education Entity) to, make any loans or advances to any other Person (or commit to makeother than any other Post-Sale Company Entity) in excess of $2,000,000 in the aggregate; (xiv) shall not, and shall not permit any other Post-Sale Company Entity to, make any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B1) in accordance with the schedule set forth in Section 5.01(b)(xiii5.01(b)(xiv) of the Company Disclosure Letter Letter, or (C2) with respect to any capital expenditure not addressed by the foregoing clause (A) or clause (B1), not to exceed $2,000,000 in the aggregate in any calendar quarter2,500,000; (xivxv) shall not, and shall not permit any other than in the ordinary course of business consistent with past practicePost-Sale Company Entity to, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right under, any Material Contract or enter into any contract that would constitute a Material Contract relating to material Owned Real Property or Leased Real Property, if it were in effect on the date of this Agreement (except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xv) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third party, in each case other than entry in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigation); (xvi) modifyother than in the ordinary course of business, extend shall not, and shall not permit any other Post-Sale Company Entity to, revoke or change any Tax election, change any method of Tax accounting, settle or compromise any material income Tax Liability or refund or file any amended Tax Return, enter into any material collective bargaining “closing agreement, except as required pursuant to an applicable Contract in effect as ” within the meaning of Section 7121 of the date Code (or any analogous or similar provision of this Agreementstate, local or foreign Law), request any Tax ruling from any Governmental Authority, or surrender any claim for a material refund of Taxes, in each case, to the extent that doing so would reasonably be expected to result in a material incremental cost to Parent or any Post-Sale Company Entity after the Closing; (xvii) recommendshall not, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolutionand shall not permit any other Company Entity to, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviii) waive, release, assign, settle or compromise any material Claim (other than any Claim that is an Education Liability or that arises from an Education Asset) against any Company Entity, except for waivers, releases, assignments, settlements or compromises that in the ordinary course of business consistent with past practice that, (A) with respect to the payment of monetary damages, the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that Entity does not exceed (I) the amount specifically reserved with respect thereto as reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 1,000,000, in the aggregate aggregate, or (B) does with respect to any nonmonetary terms and conditions thereof, would not impose any injunctive relief material restrictions on any Post-Sale Company Entity’s business; (xviii) shall not, and shall not permit any other Post-Sale Company Entity to, enter into any new line of the Company Entities or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made in the ordinary course of business consistent with past practice and does not contain any admission of invalidity of any such material Intellectual Property or of the validity or infringement of any Intellectual Property of another Person that is material to the products or services of any of the Company Entitiesbusiness; (xix) cancel shall not, and shall not permit any of the Company’s material insurance policies or fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policyother Post-Sale Company Entity to, other than in the ordinary course of business, consistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (i) other than in the ordinary course of business consistent with past practice, file reduce the amount of insurance coverage or fail to renew or replace any Tax Returnexisting material insurance policies; (xx) shall not, makeand shall not permit any other Post-Sale Company Entity to, change or revoke amend any material Tax election Permit in a manner that adversely impacts the ability of such Post-Sale Company Entity to conduct its business, or change terminate or allow to lapse any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding with respect to Tax matters in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practice, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof shall not be prohibited by this clause (v)); or (vi) surrender any right to claim a material Tax refundPermits; (xxi) adopt shall not, and shall not permit any other Post-Sale Company Entity to, cancel or allow to lapse or otherwise implement abandon any stockholder rights plan, “poison pill” or other comparable agreementof their material Intellectual Property; (xxii) make shall not, and shall not permit any loans, advances or capital contributions Company Entity to, amend or investments in, any other Person, except for (A) loans, advances, or capital contributions solely among modify the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in engagement letter of the ordinary course of business consistent with past practice, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, (C) loans, advances and extensions of credit in the ordinary course of business and Company’s financial advisor in a manner consistent with past practice to customers and vendors and (D) pursuant to mandatory capital contribution obligations of any investment fund that increases the fee or joint venture entity to which the Company or commission payable by any of the Company Subsidiaries are parties as of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof), so long as neither the Company nor any Company Subsidiary nor any of their respective Representatives have caused or directed such mandatory capital contribution;Entities; or (xxiii) other than in the ordinary course of business consistent with past practiceagree to take, voluntarily terminate, materially modify authorize or waive in any material respect any material right under any material Permit of any Company Entity; (xxiv) enter into any material new line of business; (xxv) (A) modify, supplement or amend in any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure Letter, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract or otherwise agree to do, or authorize the taking of, do any of the foregoing.

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a), except (xw) for matters set forth in Section 5.01(b) of the Company Disclosure Letter or (x) as otherwise expressly permitted or (y) expressly contemplated or required by this Agreement, or for matters required by a Governmental Authority or by applicable Law, or (yz) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereof, the Company shall not, and shall cause each Company Subsidiary to not, do any of the following: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its Equity Securities, except for dividends and distributions by a direct or indirect Company Subsidiary to the Company or another Company Subsidiary; (ii) amend any of its Organizational Documents as in effect on the date hereof, except as may be required by Law; (iii) except for a transaction by a wholly owned Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transaction, split, combine, consolidate, subdivide, reclassify or otherwise amend the terms of any of its Equity Securities or securities convertible into or exchangeable or exercisable for Equity Securities, or, except as permitted by Section 5.01(b)(v), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securities; (iv) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of any Company Entity convertible into or exchangeable or exercisable for Equity Securities of any Company Entity, or any warrants, calls, options or other rights to acquire any such Equity Securities, except for (A) the acquisition by the Company of Company Shares in connection with the surrender of Company Shares by holders of Company Options outstanding as of the date of this Agreement in order to pay the exercise price thereof, (B) the withholding of Company Shares to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement and (CB) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (CB), in each case, in accordance with the terms of the applicable Company Equity Award in effect as of the date of this Agreement; (v) issue, deliver, sell, transfer, grant, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) any Equity Securities, in each case, except for the issuance or grant of (A) Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to the exercise of Company Options or the settlement of Company PSUs and Company RSUs, in each case, outstanding as of the date of this Agreement; (vi) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreement: (A) other than grants of Company Equity Awards as provided in Section 5.01(b)(v) and merit- or promotion-based increases in base salary or wage rate or target incentive cash compensation in the ordinary course of business, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 100,000 or more as of the date hereof (it being understood that payment of bonuses and other incentive compensation pursuant to the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable)) other than annual increases in the ordinary course of business; (B) other than in the ordinary course of business consistent with past practice, establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan (or any plan or agreement that would be a Company Benefit Plan if in existence on the date of this Agreement); (C) amend or terminate the ESPP or the Company ShareSave Plan, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits under any Company Benefit Plan; or (ED) other than in the ordinary course of business, hire or promote any person for employment with the Company or any Company Subsidiary with annual base salary of $200,000 100,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) to fill any currently existing position with annual base salary of $200,000 100,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement); provided, that any Company Entity may adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, to the Company and the Company Subsidiaries of providing benefits thereunder is not materially increased; (vii) make or implement any material change in financial accounting methods, principles or practices, except to the extent as may have been required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board); (viii) acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations or (y) acquisitions of material assets, except for, or with respect to, in each case, (A) transactions solely between the Company and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) acquisitions of supplies or equipment in the ordinary course of business consistent with past practice, or (CB) with respect to this clause (y) only, capital expenditures permitted by Section 5.01(b)(xiii); (ix) sell, lease, transfer, exchange, swap or otherwise dispose of, or subject to any Lien any of its assets, securities, properties, interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts or commitments (B) transfers among the Company Entities, (C) sales, leases, or dispositions of assets (but not businesses or properties) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects the terms of, any Indebtedness (other than Indebtedness incurred by the Company Entities and owed to the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial value; (xii) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its SubsidiariesCompany, except for: (A) Indebtedness as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii); (B) guarantees by the Company of existing Indebtedness of any Company Subsidiary; (C) Indebtedness solely between the Company Entities; (DC) borrowings under the existing facilities set forth on Section 5.01(b)(xii) of the Company Disclosure Letter in the ordinary course of business; (ED) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors; (xiii) make (or commit to make) any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B) in accordance with the schedule set forth in Section 5.01(b)(xiii) of the Company Disclosure Letter or (C) with respect to any capital expenditure not addressed by the foregoing clause (A) or clause (B), not to exceed $2,000,000 50,000 in the aggregate in any calendar quarter; (xiv) other than in the ordinary course of business consistent with past practice, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right under, any Material Contract or any Contract relating to material Owned Real Property or Leased Real Property, except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xv) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third party, in each case other than in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigation; (xvi) modify, extend or enter into any material collective bargaining agreement, except as required pursuant to an applicable Contract in effect as of the date of this Agreement; (xvii) recommend, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviii) waive, release, assign, settle or compromise any material Claim against any Company Entity, except for waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that does not exceed (I) the amount with respect thereto reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 50,000 in the aggregate or (B) does not impose any injunctive relief on any of the Company Entities or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made in the ordinary course of business consistent with past practice and does not contain any admission of invalidity of any such material Intellectual Property or of the validity or infringement of any Intellectual Property of another Person that is material to the products or services of any of the Company Entities; (xix) cancel any of the Company’s material insurance policies or fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policy, other than in the ordinary course of business, consistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (i) other than in the ordinary course of business consistent with past practice, file any Tax Return, make, change or revoke any material Tax election or change any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding with respect to Tax matters in an amount in excess of $1,000,000 30,000 individually or $3,000,000 75,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practice, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof shall not be prohibited by this clause (v)); or (vi) surrender any right to claim a material Tax refund; (xxi) adopt or otherwise implement any stockholder rights plan, “poison pill” or other comparable agreement; (xxii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans, advances, or capital contributions solely among the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, (CB) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors and (DC) pursuant to mandatory capital contribution obligations of any investment fund or joint venture entity to which the Company or any of the Company Subsidiaries are parties is a party as of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof), so long as neither the Company nor any Company Subsidiary nor any of their respective its Representatives have caused or directed such mandatory capital contribution; (xxiii) other than in the ordinary course of business consistent with past practice, voluntarily terminate, materially modify or waive in any material respect any material right under any material Permit of any Company Entity; (xxiv) enter into any material new line of business; (xxv) (A) except for task orders under any Company Government Contract, modify, supplement or amend in any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure Letter, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract or otherwise agree to do, or authorize the taking of, any of the foregoing.

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a6.01(a), except (x) for matters set forth in Section 5.01(b6.01(b) of the Company Disclosure Letter or as otherwise expressly permitted or expressly permitted, contemplated or required by this Agreement, or for matters required by a Governmental Authority or by applicable Law, or (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereofTime, the Company shall not, and shall cause each not permit any Company Subsidiary to notto, do any of the following: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its Equity Securitiescapital stock, other equity interests or voting securities, except for dividends and distributions by a direct or indirect Company Subsidiary to its parent or any other Company Entity in the Company or another Company Subsidiaryordinary course of business; (ii) amend any of its Organizational Documents as in effect on the date hereofDocuments, except as may be required by LawLaw or the applicable rules and regulations of the SEC or NASDAQ; (iii) except for a transaction as permitted by a wholly owned Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transactionSection 6.01(b)(v), split, adjust, combine, consolidate, subdivide, subdivide or reclassify or otherwise amend the terms of any of its Equity Securities capital stock, other equity interests or voting securities, or securities convertible into or exchangeable or exercisable for Equity Securitiescapital stock or other equity interests or voting securities, or, except as permitted by Section 5.01(b)(v), or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securitiescapital stock, other equity interests or voting securities; (iv) directly or indirectly repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities capital stock or voting securities of, or equity interests in, any Company Entity or any securities of any Company Entity convertible into or exchangeable or exercisable for Equity Securities of capital stock or voting securities of, or equity interests in, any Company Entity, or any warrants, calls, options or other rights to acquire any such Equity Securitiescapital stock, securities or interests, except for (A) the acquisition by the Company of Company Shares in connection with the surrender of Company Shares by holders of Company Options outstanding as of the date of this Agreement in order to pay the exercise price thereofthereof in accordance with their terms as of the date of this Agreement, (B) the withholding of Company Shares to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement in accordance with their terms and (C) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (C), in each case, awards in accordance with the their terms of the applicable Company Equity Award in effect as of the date of this Agreement; (v) issue, deliver, sell, transfer, grant, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) ), any Equity Securities, in each case, except for the issuance or grant of (A) Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to the exercise of Company Options or the settlement of Company PSUs and Company RSUs, RSUs outstanding as of the date of this Agreement in each case, outstanding accordance with their terms as of the date of this Agreement; (vi) adopt a stockholder rights agreement or issue rights to purchase Company Shares or shares of Company Preferred Stock pursuant to a stockholder rights agreement; (vii) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreementand made available to Parent: (A) other than grants of Company Equity Awards as provided in Section 5.01(b)(v) and merit- or promotion-based increases in base salary or wage rate or target incentive cash compensation of Company Personnel with annual base compensation of less than $200,000 made in the ordinary course of business, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof Personnel (it being understood that payment of bonuses and other incentive compensation pursuant to as required under the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable)) or grant any bonus, severance, change in control payment, transaction bonus, deferred compensation, or similar compensation or benefit, or other direct or indirect compensation, or grant any equity or equity-based awards, in each case, to any Company Personnel; (B) other than in the ordinary course of business consistent with past practice, establish, adopt, enter into, materially amend, amend in any material respect or terminate any material Company Benefit Plan Plan, including any severance arrangements (or any plan or agreement that would be a material Company Benefit Plan if in existence on the date of this Agreement); (C) amend or terminate the ESPP or the Company ShareSave Plan, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits to any Company Personnel or under any Company Benefit Plan; or (ED) other than in the ordinary course of business, hire or promote any person for employment with the Company or any Company Subsidiary (i) at the level of vice president or above or (ii) Company Personnel with annual base salary of compensation above $200,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) at the level of vice president or above to fill any currently existing vice president or above position with annual base salary of $200,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement); provided, that any Company Entity may adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, to the Company and the Company Subsidiaries of providing benefits thereunder is not materially increased; (viiviii) effectuate a “plant closing” or “mass layoff” (each as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar foreign, state, or local Law); (ix) make or implement any material change in financial accounting methods, principles or practices, except to the extent as may have been required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board); (viiix) acquire make any acquisition of a business (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations or (y) acquisitions of material assets, except for, or with respect to, in each case, (A) transactions solely between the Company and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) acquisitions of supplies or equipment in the ordinary course of business consistent with past practice, or (C) with respect to this clause (y) only, capital expenditures permitted by Section 5.01(b)(xiii); (ixxi) subject to Section 6.01(b)(xviii), acquire, sell, lease, transfer, assign, guarantee, exchange, swap mortgage, pledge or otherwise dispose of, or subject to encumber any Lien any of its assets, securities, properties, properties or interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts with value or commitments purchase price of less than $250,000, individually, or $500,000 in the aggregate, (B) transfers among the Company Entities, acquisition of patent rights with a purchase price of less than $25,000,000 in the aggregate or (C) salesany acquisition, leasessale, lease, assignment or dispositions transfer of assets (but not businesses products or properties) services in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects the terms of, any Indebtedness (other than Indebtedness incurred by the Company Entities and owed to the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial valuebusiness; (xii) (A) incur, assume, endorse, guarantee assume or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its SubsidiariesIndebtedness, except for: (A1) the incurrence of additional Indebtedness for borrowed money not to exceed $1,000,000; (2) Indebtedness for borrowed money as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii6.01(b)(xiv); (B3) Indebtedness in replacement of existing Indebtedness; (4) guarantees by the Company of existing Indebtedness of any wholly owned Company Subsidiary; (C5) Indebtedness solely between guarantees and other credit support by the Company Entitiesof obligations of any Company Subsidiary; or (D6) borrowings under the existing facilities set forth on Section 5.01(b)(xii6.01(b)(xii) of the Company Disclosure Letter (or replacements thereof on comparable terms) in the ordinary course of business consistent with past practice and not exceeding $1,000,000 in the aggregate for the benefit of the Company Entities; or (B) guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly owned Subsidiaries of the Company and except for any indemnification and advancement obligations under the Organizational Documents of any Company Subsidiary or indemnification agreements with the Company Entities; (xiii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) extensions of credit to customers in the ordinary course of business; (EB) advancement obligations under the Organizational Documents of any Company Subsidiary or indemnification agreements with the Company Entities; and (C) loans, advances and extensions or capital contributions to, or investments in, direct or indirect wholly owned Subsidiaries of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendorsCompany; (xiiixiv) subject to Section 6.01(b)(x), make (or commit to make) any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B) in accordance with the schedule set forth in Section 5.01(b)(xiii6.01(b)(xiv) of the Company Disclosure Letter Letter; (C) with respect to Intellectual Property, as permitted pursuant to Section 6.01(b)(xi); or (CD) with respect to any capital expenditure not addressed by the foregoing clause (A), clause (B) or clause (BC), not to exceed $2,000,000 500,000, individually, or $1,000,000, in the aggregate in any calendar quarteraggregate; (xivxv) other than in the ordinary course of business consistent with past practiceenter into, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right underunder or terminate any (A) Contract (other than a Material Contract) that if so entered into, any modified, amended, waived or terminated would reasonably be expected to have a Company Material Contract Adverse Effect; or any Contract relating to material Owned Real Property or Leased Real Property, except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xvB) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third partyMaterial Contract, in each case case, other than in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigationbusiness; (xvi) modify, extend or enter into any material collective bargaining agreement, except as required pursuant to an applicable Contract in effect as of the date of this Agreement; (xvii) recommend, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviiixvii) waive, release, assign, settle or compromise any material Claim against any Company Entity, except for waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, damages for which the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that Entities does not exceed (I) the amount with respect thereto reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 100,000, individually, or $250,000, in the aggregate aggregate, in each case, in excess of the proceeds received or reasonably expected to be received from any insurance policies; (xviii) sell, assign, grant any license, sublicense, transfer or covenant not to sxx with respect to any material Intellectual Property, or abandon, dispose of or permit to lapse or expire any Registered Company IP other than (A) the grant of any non-exclusive license, sublicense, release or covenant not to sxx with respect to Intellectual Property to customers (including “members” of the Company) in the ordinary course of business; and (B) does not impose any injunctive relief on any the abandonment of the Company Entities or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made patent assets in the ordinary course of business consistent with past practice (provided that the Company will not affirmatively abandon any patent assets that are material to its business) and does not contain any admission the expiration of invalidity of any such material registered Intellectual Property or at the end of the validity or infringement of any Intellectual Property of another Person that is material to the products or services of any of the Company Entitiesits maximum statutory term; (xix) cancel (A) make or change any material Tax election, (B) file any amended Tax Return, (C) settle, consent to or compromise any material Tax claim or assessment or surrender a right to a material Tax refund, (D) consent to any extension or waiver of the Company’s any limitation period with respect to any claim or assessment for material insurance policies or Taxes, (E) fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policyany Taxes as they become due and payable (including estimated taxes), other than in (F) incur any liability for Taxes outside the ordinary course of business, consistent (G) adopt or change any Tax accounting method or (H) enter into a closing agreement with any Governmental Authority regarding any material Tax; (xx) maintain the Insurance Policies at materially less than current levels or otherwise in a manner materially inconsistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (ixxi) engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Company or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404; (xxii) grant any material refunds, credits, rebates or other allowances to any customer other than in the ordinary course of business consistent with past practice, file any Tax Return, make, change or revoke any material Tax election or change any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding with respect to Tax matters in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practice, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof shall not be prohibited by this clause (v)); or (vi) surrender any right to claim a material Tax refund; (xxi) adopt or otherwise implement any stockholder rights plan, “poison pill” or other comparable agreement; (xxii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans, advances, or capital contributions solely among the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, (C) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors and (D) pursuant to mandatory capital contribution obligations of any investment fund or joint venture entity to which the Company or any of the Company Subsidiaries are parties as of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof), so long as neither the Company nor any Company Subsidiary nor any of their respective Representatives have caused or directed such mandatory capital contributioncourse; (xxiii) enter into any collective bargaining agreement or agreement to form a work council or other than in the ordinary course of business consistent Contract with past practice, voluntarily terminate, materially modify or waive in any material respect any material right under any material Permit of any Company Entity;Employee Representative; or (xxiv) enter into any material new line of business; (xxv) (A) modifyContract, supplement or amend in authorize any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure LetterEntity, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract agree or otherwise agree commit to do, or authorize the taking of, do any of the foregoing.

Certain Prohibited Actions. Without limiting the generality of Section 5.01(a), except (x) for matters set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly permitted or expressly contemplated or required by this Agreement, or for matters required by a Governmental Authority or by applicable Law, or (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with the terms hereof, the Company shall not, and shall cause each Company Subsidiary to not, do any of the following: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its Equity Securities, except for dividends and distributions by a direct or indirect Company Subsidiary to the Company or another Company Subsidiary; (ii) amend any of its Organizational Documents as in effect on the date hereof, except as may be required by Law; (iii) except for a transaction by a wholly owned Company Subsidiary that remains a wholly owned Company Subsidiary after consummation of such transaction, split, combine, consolidate, subdivide, reclassify or otherwise amend the terms of any of its Equity Securities or securities convertible into or exchangeable or exercisable for Equity Securities, or, except as permitted by Section 5.01(b)(v), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Equity Securities; (iv) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of any Company Entity convertible into or exchangeable or exercisable for Equity Securities of any Company Entity, or any warrants, calls, options or other rights to acquire any such Equity Securities, except for (A) the acquisition by the Company of Company Shares in connection with the surrender of Company Shares by holders of Company Options outstanding as of the date of this Agreement in order to pay the exercise price thereof, (B) the withholding of Company Shares to satisfy Tax obligations with respect to the exercise, vesting or settlement of Company Equity Awards outstanding as of the date of this Agreement and (C) the acquisition by the Company of Company Equity Awards outstanding as of the date of this Agreement in connection with the forfeiture of such awards, with respect to clauses (A), (B) and (C), in each case, in accordance with the terms of the applicable Company Equity Award in effect as of the date of this Agreement; (v) issue, deliver, sell, transfer, grant, pledge or otherwise dispose of, encumber or subject to any Lien (except Permitted Liens) any Equity Securities, in each case, except for the issuance or grant of (A) Company Equity Awards pursuant to its customary annual grant cycle for the Company’s 2019 fiscal year or in the ordinary course of business consistent with past practice or (B) Company Shares pursuant to the exercise of Company Options or the settlement of Company PSUs and Company RSUs, in each case, outstanding as of the date of this Agreement;; 829649.04-LACSR01A - MSW (vi) except as required by the terms of any Company Benefit Plan in effect on the date of this Agreement or any collective bargaining agreement: (A) other than grants of Company Equity Awards as provided in Section 5.01(b)(v) and merit- merit‑ or promotion-based promotion‑based increases in base salary or wage rate or target incentive cash compensation in the ordinary course of business, increase the compensation or benefits payable or to become payable to any employee of the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (it being understood that payment of bonuses and other incentive compensation pursuant to the terms of Company Benefit Plans existing on the date of this Agreement shall not be considered to be an increase in compensation or benefits payable); (B) other than in the ordinary course of business consistent with past practice, establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan (or any plan or agreement that would be a Company Benefit Plan if in existence on the date of this Agreement); (C) amend or terminate the ESPP or the Company ShareSave Plan, other than as provided by Section 2.04(e); (D) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits under any Company Benefit Plan; or (EA) other than in the ordinary course of business, hire or promote any person for employment with the Company or any Company Subsidiary with annual base salary of $200,000 or more as of the date hereof (provided, that the Company and the Company Subsidiaries may hire any person for employment (including by means of internal promotion) to fill any currently existing position with annual base salary of $200,000 or more that is vacant as of the date of this Agreement or that becomes vacant after the date of this Agreement); provided, that any Company Entity may adopt or amend any Company Benefit Plan in the ordinary course of business, consistent with past practice, if the cost, individually or in the aggregate, to the Company and the Company Subsidiaries of providing benefits thereunder is not materially increased; (vii) make or implement any material change in financial accounting methods, principles or practices, except to the extent as may have been required by a change in applicable Law or GAAP or by any Governmental Authority (including the SEC or the Public Company Accounting Oversight Board); (viii) acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for (x) any acquisitions of, any equity interests in or all or a material portion of the assets of any Person or any business or division thereof, or otherwise engage in any 829649.04-LACSR01A - MSW mergers, consolidations or business combinations or (y) acquisitions of material assets, except for, or with respect to, in each case, (A) transactions solely between the Company and wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) acquisitions of supplies or equipment in the ordinary course of business consistent with past practice, or (C) with respect to this clause (y) only, capital expenditures permitted by Section 5.01(b)(xiii); (ix) sell, lease, transfer, exchange, swap or otherwise dispose of, or subject to any Lien any of its assets, securities, properties, interests or businesses (excluding any Intellectual Property) (in each case, except Permitted Liens), other than (A) pursuant to existing contracts or commitments (B) transfers among the Company Entities, (C) sales, leases, or dispositions of assets (but not businesses or properties) in the ordinary course of business consistent with past practice, including the factoring of receivables in the ordinary course of business consistent with past practice; (x) cancel, dedicate to the public, disclaim, forfeit, reexamine or abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Intellectual Property rights; (xi) redeem, prepay, repurchase, defease, discharge or satisfy, or modify in any material respects the terms of, any Indebtedness (other than Indebtedness incurred by the Company Entities and owed to the Company or any wholly owned Company Subsidiary) or (ii) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial value; ; 829649.04-LACSR01A - MSW (xii) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, except for: (A) Indebtedness as reasonably necessary to finance any capital expenditures permitted under Section 5.01(b)(xiii); (B) guarantees by the Company of existing Indebtedness of any Company Subsidiary; (C) Indebtedness solely between the Company Entities; (D) borrowings under the existing facilities set forth on Section 5.01(b)(xii) of the Company Disclosure Letter in the ordinary course of business; (E) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors; (xiii) make (or commit to make) any capital expenditure, except for capital expenditures (A) in the ordinary course of business, (B) in accordance with the schedule set forth in Section 5.01(b)(xiii) of the Company Disclosure Letter or (C) with respect to any capital expenditure not addressed by the foregoing clause (A) or clause (B), not to exceed $2,000,000 in the aggregate in any calendar quarter; (xiv) other than in the ordinary course of business consistent with past practice, enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or modify or amend in any material respect, or terminate or waive any material right under, any Material Contract or any Contract relating to material Owned Real Property or Leased Real Property, except for any modification, amendment, termination, waiver or release in the ordinary course of business or pursuant to the stated expiration of the term thereof; (xv) abandon, encumber, assign, exclusively license or grant any right or other licenses to material Company Owned IP, or enter into Contracts that impose material restrictions upon the Company or any of its Affiliates with respect to Intellectual Property rights owned by any third party, in each case other than in the ordinary course of business consistent with past practice, including non-exclusive licenses to customers, suppliers or service providers, and cross-licenses to resolve litigation; (xvi) modify, extend or enter into any material collective bargaining agreement, except as required pursuant to an applicable Contract in effect as of the date of this Agreement; (xvii) recommend, propose or announce an intention to adopt or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than transactions solely between the Company and any direct or indirect wholly owned Company Subsidiary or solely between direct or indirect wholly owned Company Subsidiaries; (xviii) waive, release, assign, settle or compromise any material Claim against any Company Entity, except for waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, the amount of monetary damages to be paid by the Company Entities, or any of their officers or directors in their capacity as such, that does not exceed (I) the amount with respect thereto reflected on the Company Financial Statements (including the notes thereto) or (II) $3,000,000 in the aggregate or (B) does not impose any injunctive relief on any of the Company Entities or otherwise encumber or restrict their operations, (C) does not include any admission of guilt or wrongdoing by any of the Company Entities and (D) if related to material Intellectual Property of any of the Company Entities, such compromise or settlement is made in the ordinary course of business consistent with past practice and does not contain any admission of invalidity of any such material Intellectual Property or of the validity or infringement of any Intellectual Property of another Person that is material to the products or services of any of the Company Entities; (xix) cancel any of the Company’s material insurance policies or fail to pay the premiums on the Company’s material insurance policies such that such failure causes a cancellation of such policy, other than in the ordinary course of business, consistent with past practice, or fail to use commercially reasonable efforts to maintain in effect the existing material insurance policies covering the Company Entities and their respective properties, assets and businesses; (i) other than in the ordinary course of business consistent with past practice, file any Tax Return, make, change or revoke any material Tax election or change any material method of Tax accounting; (ii) file any material amendment to a material Tax Return; (iii) settle or compromise any audit or proceeding with respect to Tax matters in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) other than in the ordinary course of business consistent with past practice, agree to an extension or waiver of the statute of limitations with respect to U.S. federal Taxes or material state, local or non-U.S. Taxes; (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to any material amount of Tax or request any Tax ruling, (provided that any closing agreement settling an audit or proceeding that is otherwise permitted under clause (iii) hereof shall not be prohibited by this clause (v)); or (vi) surrender any right to claim a material Tax refund; (xxi) adopt or otherwise implement any stockholder rights plan, “poison pill” or other comparable agreement; (xxii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans, advances, or capital contributions solely among the Company and wholly owned Company Subsidiaries or solely among wholly owned Company Subsidiaries in the ordinary course of business consistent with past practice, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, (C) loans, advances and extensions of credit in the ordinary course of business and in a manner consistent with past practice to customers and vendors and (D) pursuant to mandatory capital contribution obligations of any investment fund or joint venture entity to which the Company or any of the Company Subsidiaries are parties as of the date hereof (which Contracts providing for such mandatory contribution have been made available to Parent prior to the date hereof), so long as neither the Company nor any Company Subsidiary nor any of their respective Representatives have caused or directed such mandatory capital contribution; (xxiii) other than in the ordinary course of business consistent with past practice, voluntarily terminate, materially modify or waive in any material respect any material right under any material Permit of any Company Entity; (xxiv) enter into any material new line of business; (xxv) (A) modify, supplement or amend in any material respect any Contract described in Section 5.01(b)(xxv) of the Company Disclosure Letter, or (B) enter into any Material Contract that restricts or limits aftermarket access or aftermarket pricing during any period after June 30, 2020; or (xxvi) enter into any Contract or otherwise agree to do, or authorize the taking of, any of the foregoing.