Common use of CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS Clause in Contracts

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular shall not, except as otherwise consented to in writing by Global or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective DateClosing, Modular CalbaTech shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except business. It is understood and agreed to that CalbaTech shall continue to seek acquisitions, both tangible and intangible, as providedwell as seek other sources of debt or equity funding that are in the best interest of CalbaTech, and as such, these activities are considered within its usual and ordinary course of business. Without limiting the generality of the above, Modular CalbaTech shall not, except as otherwise consented to in writing by Global Traffic Tech or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 52. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock.; 63. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 74. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 85. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 96. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular CTI shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular CTI shall not, except as otherwise consented to in writing by Global TNevada or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Merger Date, Modular RM&M shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular above RM&M shall not, except as otherwise consented to in writing by Global Palm or RAI or as otherwise provided in this Agreement: (1. ) Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; (2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. ) Amend its certificate of incorporation or its bylaws; 4. (3) Issue or contract to issue funded debt; 5. (4) Declare or pay any dividend or make any other distribution upon or with respect to its capital stock.; 6. (5) Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. (6) Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. (7) Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. (8) Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business; (9) Sell, assign, or otherwise transfer any trademark, trade name, patent or other intangible asset; (10) Default in performance of any material provision of any material contract or other obligation; (11) Waive any right of any substantial value; or (12) Purchase or otherwise acquire any equity or debt security of another corporation except to realize on an otherwise worthless

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date 5G Wireless Solutions shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular 5G Wireless Solutions shall not, except as otherwise consented to in writing by Global Surviving Corporation or as otherwise provided in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateablyratably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Date Internet Delaware shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular Internet Delaware shall not, except as otherwise consented to in writing by Global Internet Nevada or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date W-J International Delaware shall conduct coxxxct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular W-J International Delaware shall notnox, except as otherwise consented to in writing by Global W-J International Nevada or as otherwise othexxxse provided in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date Syconet.com Delaware shall conduct its business in its usual and ordinary mannerordixxxx xxxxxr, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular Syconet.com Delaware shall not, except as otherwise consented to in writing xx xxxxxxg by Global Syconet.com Nevada or as otherwise provided in this Agreementagreement: 1. Issue or Xxxxx xx sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date Syconet.com Delaware shall conduct its business condxxx xxx xxxiness in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular Syconet.com Delaware shall not, except as xxxxxx xx otherwise consented to in writing by Global Syconet.com Nevada or as otherwise provided otherwxxx xxxxxxxd in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Lutrex shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular Lutrex shall not, except as otherwise consented to in writing by Global or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular TArizona shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular TArizona shall not, except as otherwise consented to in writing by Global TNevada or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular MBS shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular MBS shall not, except as otherwise consented to in writing by Global or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Exchange Date, Modular H Bar C shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular H Bar C shall not, except as otherwise consented to in writing by Global Campus Live or as otherwise provided in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger exchange in amounts to be determined after the Effective Exchange Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular MMI shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular MMI shall not, except as otherwise consented to in writing by Global or as otherwise provided in this Agreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date WSN Group Delaware shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular WSN Group Delaware shall not, except as otherwise consented to in writing by Global WSN Group Nevada or as otherwise provided in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS. Prior to the Effective Date, Modular Merger Date DHTT Florida shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Modular DHTT Florida shall not, except as otherwise consented to in writing by Global DHTT Nevada or as otherwise provided in this Agreementagreement: 1. Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date; 2. Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date; 3. Amend its certificate of incorporation or its bylaws; 4. Issue or contract to issue funded debt; 5. Declare or pay any dividend or make any other distribution upon or with respect to its capital stock. 6. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business; 7. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the Effective Merger Date; 8. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property; 9. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;