Absence of Certain Changes or Events Since December 31, 1996 and up to and including the date hereof, except as disclosed in the Company Disclosure Letter or the Company SEC Reports, (A) the Company has not declared or paid any dividend or made any distribution on or with respect to its capital stock; redeemed, purchased or otherwise acquired any of its capital stock; granted any options, warrants or other rights to purchase shares of, or any other securities which may be convertible into or exchangeable for, its capital stock; or issued any shares of its capital stock; (B) there has been no increase in the compensation or benefits (including but not limited to any bonus, severance or option plan, program, arrangements or understanding) payable or to become payable to any officer or director of the Company or any of the 25 most highly compensated (based on cash compensation paid in or with respect to services rendered in calendar 1996) employees of the Company and its Subsidiaries (including officers and directors of the Company, as applicable) (collectively, including officers and directors of the Company, "Highly Compensated Persons"), other than increases in the ordinary course of business and consistent with past practice; (C) there has been no pledge, disposition, encumbrance, hypothecation, sale or other transfer of any material portion of the properties or assets of the Company and its Subsidiaries taken as a whole (whether tangible or intangible), except in the ordinary course of business and consistent with past practice; and (D) there has been no agreement binding upon the Company or any of its Subsidiaries to do any of the foregoing. Since December 31, 1996 and up to and including the date of this Agreement, other than as disclosed in the Company Disclosure Letter or the Company SEC Reports or as contemplated by this Agreement, the Company and each of its Subsidiaries have conducted their respective businesses in the ordinary course and there has been no change in the condition (financial or otherwise), business, properties, assets or liabilities of the Company and its Subsidiaries taken as a whole, except such failures to so conduct their businesses and such changes, which, when considered as a whole, have not had a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole.