Conduct During Earned Payout Period. The Transferors acknowledge ----------------------------------- and agree that, during the Earned Payout Period, the Acquirer shall be entitled to oversee the operation and management of USI's Business, including the setting of goals and review of budgets and performance. USI and those Transferors holding executive positions in USI, further agree, during the Earned Payout Period, not to allow USI to cut staff, capital expenditures and general and administrative expenses or take other actions that are not consistent with USI's prior practices or approved by Acquirer's board of directors and/or prudent business practices, and the Transferors agree not and not to allow USI to engage in any activity involving a Material act primarily intended to be inconsistent with USI's prior practices in order to increase current earnings and revenue of the business of USI at the expense of the longer term growth of the business of USI. During the Earned Payout Period, the Acquirer agrees that it will not (a) unreasonably require that the business of USI be operated substantially different than it was prior to the Stock Exchange except in so far as the prior practices of USI were imprudent or unreasonable or its productivity, efficiency and profitability can be improved and increased through economies of scale, the Acquirer's experience or otherwise; (b) unreasonably change (i) the prices charged for USI's services, (ii) the level of compensation of USI's full-time corporate employees or (iii) the level USI's general and administrative expenses, unless the prior business practices were unreasonable or imprudent and/or unless the changes are reasonably necessary to support the growth of USI's business.
Conduct During Earned Payout Period. Sellers acknowledge and agree that, during the Earned Payout Period, Buyer shall be entitled to oversee the operation and management of Sigma6's Business, including the setting of goals and review of budgets and performance. The Sellers further agree, during the Earned Payout Period, not to allow Sigma6 to cut staff, capital expenditures and general and administrative expenses or take other actions that are not consistent with Sigma6's prior practices and/or prudent business practices, and Sellers agree not and not to allow Sigma6 to engage in any activity in order to increase current year profits of the business of Sigma6 at the expense of the longer term growth of the business of Sigma6. During the Earned Payout Period, the Buyer agrees that it will not (i) unreasonably require that the business of Sigma6 be operated substantially different as it was prior to the Merger except in so far as the prior practices of Sigma6 were imprudent or unreasonable or its productivity efficiency and profitability can be improved and increased through economies of scale, Buyer's experience or otherwise; (ii) unreasonably change (A) the prices charged for Sigma6's services, (B) the level of compensation of Sigma6's full-time corporate employees or (C) the level Sigma6's general and administrative expenses, unless the prior business practices were unreasonable or imprudent and/or unless the changes are reasonably necessary to support the growth of Sigma6's Business.
Conduct During Earned Payout Period. Sellers acknowledge and agree that, during the Earned Payout Period, Buyer shall be entitled to oversee the operation and management of NMP's Business, including the setting of goals and review of budgets and performance. The Founders further agree, during the Earned Payout Period, not to allow NMP to cut staff, capital expenditures and general and administrative expenses or take other actions that are not consistent with NMP's prior practices and/or prudent business practices, and Founders agree not and not to allow NMP to engage in any activity in order to increase current year profits of the business of NMP at the expense of the longer term growth of the business of NMP. During the Earned Payout Period, the Buyer agrees that it will not (i) unreasonably require that the business of NMP be operated substantially different as it was prior to the Merger except in so far as the prior practices of NMP were imprudent or unreasonable or its productivity efficiency and profitability can be improved and increased through economies of scale, Buyer's experience or otherwise; (ii) unreasonably change (A) the prices charged for NMP's services, (B) the level of compensation of NMP's full-time corporate employees or (C) the level NMP's general and administrative expenses, unless the prior business practices were unreasonable or imprudent and/or unless the changes are reasonably necessary to support the growth of NMP's business.
