Common use of Conduct of Business by the Company Pending the Arrangement Clause in Contracts

Conduct of Business by the Company Pending the Arrangement. Between the date of this Agreement and the Effective Time, except as set forth in Section 4.01 of the Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Subco shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries, (iii) preserve the current relationships of the Company and each of its Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relations, (iv) maintain all of the Leased Premises and other material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practice. By way of amplification and not limitation, except as contemplated by this Agreement, or as set forth in Section 4.01 of the Disclosure Schedule, the Company shall not, and shall cause each of its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Subco: (a) amend or otherwise change any Organizational Document; (b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of any class of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interests), of the Company or any of its Subsidiaries or (ii) any assets of the Company or any of its Subsidiaries, except for (A) sales of inventory in the ordinary course of business consistent with past practice and (B) issuance of Company Common Shares upon exercise of Company Stock Options that are issued and outstanding on the date hereof or the issuance of Common Shares pursuant to the Stock Purchase Plans; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (other than between any wholly-owned Subsidiary and the Company); (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (e) acquire (including, without limitation, by merger, amalgamation, arrangement, consolidation or acquisition of stock or assets or otherwise) or agree to acquire any corporation, partnership, limited liability company, or other business organization or division thereof; (f) reduce the stated capital of any class of shares of the Company or any of its Subsidiaries; (g) enter into any joint venture or similar agreement, arrangement or relationship; (h) reorganize, amalgamate or merge the Company or any of its Subsidiaries with any other Person; (i) (i) incur any Indebtedness or make any loans, advances, or capital contributions to, or investments in, any other Person or (ii) (A) authorize any unbudgeted capital expenditures which are, in the aggregate, in excess of $25,000, or (B) fail to make any capital expenditure that has been budgeted by the Company or any of its Subsidiaries to be made during such period; (j) (i) enter into, establish, adopt, amend or renew any material employment, consulting, severance or similar agreement or arrangements with any director, officer, or employee or otherwise hire or terminate any employee, (ii) grant any salary, wage or bonus increase or (iii) amend or modify any severance policy as in effect on December 31, 2004; (k) establish, adopt, amend or increase benefits under any Benefit Plan or under any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting or welfare benefit contract, plan or arrangement (other than as may be required by applicable Law); (l) discharge or satisfy any material Lien or pay or satisfy any material obligation or liability (fixed or contingent) except in the ordinary course of business consistent with past practice, or commence any voluntary petition, proceeding or action under any bankruptcy, insolvency or other similar Law; (m) make or institute any change in accounting procedures or practices unless mandated by Canadian GAAP or US GAAP or otherwise required by law or the rules and policies of the TSX or NASDAQ; (n) take any action that, if taken after December 31, 2004 but prior to the date hereof, would have been required to be disclosed in Section 2.09 of the Disclosure Schedule, unless otherwise permitted under this Section 4.01; (o) enter into any agreement or other arrangement or amend any existing agreement or other arrangement with any director, officer, employee or stockholder of the Company, or, except in the ordinary course of business consistent with past practices, any of its Subsidiaries or any Affiliate of the foregoing; (p) enter into any agreement or other arrangement or amend any existing agreement or other arrangement that is reasonably likely to be material to the business of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice, or renew any agreement for the license of software or the provision of services (including any maintenance contract) for a price or a fee less than the price or fee for such software or services in effect immediately prior to such renewal; (q) make or change any election, change an annual accounting period, adopt or change any accounting method (except as permitted under Section 4.01(m) above), file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, fail to timely file any Tax Return, take a position on a Tax Return not in keeping with prior practice or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission could have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company or any of its Subsidiaries; (r) take any action or omit to take any action which would result in a violation of any applicable Law or would cause a breach of any agreement, contract or commitment, which violation or breach would reasonably be expected to have a Company Material Adverse Effect; (s) sell, license, assign, convey or otherwise transfer to any Person any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; (t) abandon, fail to maintain or enforce, or otherwise dispose of any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; (u) amend, modify, extend, renew or terminate any Lease, or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; or (v) authorize or propose, or agree to take, any of the foregoing actions prohibited under Section 4.01.

Conduct of Business by the Company Pending the Arrangement. Between the date of this Agreement and the Effective Time, except as set forth in Section 4.01 of the Disclosure Schedule Letter or as otherwise expressly provided for in this Agreement, unless Subco shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries, (iii) preserve the current relationships of the Company and each of its Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relations, (iv) maintain all of the Leased Premises Company Real Property (including the Improvements) and other material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s 's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practice. By way of amplification and not limitationWithout limiting the foregoing, except as contemplated by this Agreement, or as set forth in Section 4.01 of the Disclosure ScheduleLetter, the Company shall not, and shall cause each of its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Subco: (a) amend or otherwise change any Organizational Document; (b) issue, deliver, sell, pledge, dispose of, transfer, grant or encumber, or authorize the issuance, delivery, sale, pledge, disposition, transfer, grant or encumbrance of, (i) any shares of capital stock of any class of the Company or any of its Subsidiaries, or any stock grants, options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interests), of the Company or any of its Subsidiaries or (ii) any assets of the Company or any of its Subsidiaries, except for (A) sales of inventory in the ordinary course of business consistent with past practice and (B) issuance of Company Common Shares upon (x) the exercise of Company Restricted Stock Grants that are issued and outstanding on the hereof or (y) the exercise of Company Stock Options that are issued and outstanding on the date hereof or the issuance of Common Shares pursuant to the Stock Purchase Planshereof; (c) declare, set aside, establish a record date for, make or pay any dividend or other distribution, distribution (whether payable in cash, stock, property or otherwise, any combination thereof) with respect to any of its capital stock (stock, other than between dividends paid by any wholly-owned Subsidiary and to the Company), or enter into any agreement with respect to the voting of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, or propose or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (e) acquire (including, without limitation, including by merger, amalgamation, arrangement, consolidation consolidation, or acquisition of stock or assets) any interest in any Person or any division thereof or any assets or otherwise) or agree to acquire any corporation, partnership, limited liability company, or other business organization or division thereof; (f) reduce the stated capital of any class of shares of the Company or any of its Subsidiaries; (g) enter into any joint venture or similar agreement, arrangement or relationship; (h) reorganize, amalgamate or merge the Company or any of its Subsidiaries with any other PersonPerson or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (i) (i) redeem, repurchase, prepay, defease, cancel, incur or otherwise acquire, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for borrowed money; (j) grant any Lien on any of its assets; (k) make any loans, advances, or capital contributions to, or investments in, any other Person Person; (i) make or (ii) (A) authorize any unbudgeted capital expenditures which are, individually or in the aggregate, in excess of $25,000, 100,000 per month or (Bii) fail to make any capital expenditure that has been budgeted by the Company or any of its Subsidiaries to be made during such period; (j) (i) enter into, establish, adopt, amend or renew any material employment, consulting, severance or similar agreement or arrangements with any director, officer, or employee or otherwise hire or terminate any employee, (ii) grant any salary, wage or bonus increase or (iii) amend or modify any severance policy as in effect on December January 31, 20042009; (kn) establish, adopt, amend or increase benefits under any Benefit Plan or under any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting or welfare benefit contract, plan or arrangement (other than as may be required by applicable Law); (lo) discharge or satisfy any material Lien or pay or satisfy any material obligation or liability (fixed or contingent) except in the ordinary course of business consistent with past practice, or commence any voluntary petition, proceeding or action under any bankruptcy, insolvency or other similar Law; (mp) make or institute any change in accounting procedures or practices unless mandated by Canadian GAAP or US GAAP or otherwise required by law or the rules and policies of the TSX or NASDAQAMEX; (nq) take any action that, if taken after December January 31, 2004 2009 but prior to the date hereof, would have been required to be disclosed in Section 2.09 of the Disclosure ScheduleLetter, unless otherwise permitted under this Section 4.01; (or) enter into any agreement or other arrangement or amend any existing agreement or other arrangement with any director, officer, employee or stockholder of the Company, or, except in Company or any of its Subsidiaries; (s) communicate with employees of the ordinary course of business consistent with past practices, Company or any of its Subsidiaries regarding the compensation, benefits or other treatment that they will receive in connection with the Transaction, unless any Affiliate such communications are consistent with prior directives or documentation provided to the Company by Parent (in which case, the Company shall provide Parent with prior notice of and the foregoingopportunity to review and comment upon any such communications); (pt) enter into any agreement or other arrangement or amend any existing agreement or other arrangement that is reasonably likely to be material to the business of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice, or renew any agreement for the license of software or the provision of services (including any maintenance contract) for a price or a fee less than the price or fee for such software or services in effect immediately prior to such renewal; (qu) enter into any new line of business outside of its existing business segments; (v) make or change any election, change an annual accounting period, adopt or change any accounting method (except as permitted under Section 4.01(m4.01(p) above), file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, fail to timely file any Tax Return, take a position on a Tax Return not in keeping with prior practice or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission could have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company or any of its Subsidiaries; (rw) take any action or omit to take any action which would result in a violation of any applicable Law or would cause a breach of any agreement, contract or commitment, which violation or breach would be reasonably be expected likely to have a Company Material Adverse Effect; (sx) sell, license, assign, convey or otherwise transfer to any Person any material Intellectual Property Rights, except licenses of Intellectual Property Rights granted in the ordinary course of business consistent with past practice; (y) abandon, fail to maintain or enforce, or otherwise dispose of any Intellectual Property Rights owned or used by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; (t) abandon, fail to maintain or enforce, or otherwise dispose of any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; (uz) amend, modify, extend, renew or terminate any Lease, or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (aa) demolish or remove any of the existing Improvements, or erect new improvements on the Company Real Property or any portion thereof; (bb) settle, release, waive or compromise any pending or threatened material legal, administrative, arbitral or other suit, claim, action, inquiry, mediation, proceeding or investigation of any nature (each, an "Action") of or against the Company or any of its Subsidiaries (A) for an amount in excess of $50,000 in the aggregate, (B) entailing the incurrence of (x) any obligation or liability of the Company in excess of such amount, including costs or revenue reductions or (y) obligations that would impose any material restrictions on the business or operations of the Company or any of the Subsidiaries, or (C) that is brought by any current, former or purported holder of any capital stock or debt securities of the Company or any its Subsidiaries relating to the transactions contemplated by this Agreement; (A) enter into, terminate (other than extensions at the end of a term in the ordinary course of business) or materially amend or modify any Contract (or any other agreement or contract that, if in effect on the date hereof, would have been a Contract) or (B) waive any material default under, or release, settle or compromise any material claim against the Company or liability or obligation owing to the Company under any Contract; or (vdd) authorize or propose, or agree to take, or enter into letter of intent (binding or non-binding) or similar arrangement with respect to any of the foregoing actions prohibited under Section 4.01. (ee) take any action that could preclude Subco from obtaining the increase in the adjusted cost base in respect of the non-depreciable capital property of the Company or its Subsidiaries provided for in paragraphs 88(1)(c) and (d) of the Canadian Tax Act.

Conduct of Business by the Company Pending the Arrangement. Between The Company agrees that, between the date of this Agreement and the earlier of the Effective TimeTime and the date upon which this Agreement is terminated pursuant to Article VIII, except as set forth in Section 4.01 5.01 of the Company Disclosure Schedule Letter or as otherwise expressly provided for in contemplated by any other provision of this Agreement, unless Subco shall otherwise agree in writing, the businesses of the Company shalland the Subsidiaries shall be conducted in, and the Company and the Subsidiaries shall cause each of its Subsidiaries tonot take any action except in, conduct its business in the ordinary course of business and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement practice, and the Effective Time, the Company shall, and shall cause each of use its Subsidiaries to, use all commercially reasonable efforts to (i) preserve substantially intact its the business organization, (ii) keep available the services of the current officers, employees and consultants organization of the Company and each of its Subsidiaries, (iii) the Subsidiaries and to preserve the current relationships of the Company and each of its the Subsidiaries with customers, suppliers, distributors, suppliers, licensors, licensees, contractors employees and other Persons with which the Company or any of its Subsidiaries Subsidiary has significant business relations, (iv) maintain all . Without limiting the generality of the Leased Premises and other material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practice. By way of amplification and not limitationforegoing, except as contemplated by this Agreement, or as set forth in Section 4.01 5.01 of the Company Disclosure ScheduleLetter or as contemplated by any other provision of this Agreement, neither the Company shall not, and shall cause each of its Subsidiaries not tonor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Subco:Parent (which in the case of clauses (d)(iv) and (k) shall not be unreasonably withheld or delayed): (a) amend or otherwise change any Organizational Documentits Articles of Incorporation or By-laws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of any class of capital stock of any class or other voting securities of the Company or any of its SubsidiariesSubsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stockstock or voting securities, or any other ownership interest (including, without limitation, including any phantom interestsinterest or other right linked to the price of the Common Shares), of the Company or any Subsidiary (except for the issuance of its Subsidiaries Common Shares issuable pursuant to Employee Stock Options outstanding on the date of this Agreement in accordance with their terms as in effect of the date of this Agreement or (ii) any assets of the Company or any Subsidiary, except pursuant to agreements existing prior to the execution of this Agreement and set forth in Section 5.01 of the Company Disclosure Letter and except sales of inventory and excess or obsolete assets in the ordinary course of business consistent with past practice; (c) (i) reclassify, combine, split, subdivide or redeem any of its Subsidiariescapital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (ii) purchase, redeem or otherwise acquire, directly or indirectly, any of its capital stock or other equity or voting interests or securities of the Company or any Subsidiary or any rights, warrants, calls or options to acquire any such shares or other equity or voting interests or securities; (d) (i) acquire (including by merger, amalgamation, plan of arrangement, consolidation or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any assets except for (A) sales purchases of inventory in the ordinary course of business consistent with past practice and except for capital expenditures contemplated by the capital budget of the Company attached to Section 5.01 of the Company Disclosure Letter, (Bii) issuance of Company Common Shares upon exercise of Company Stock Options that are issued and outstanding on the date hereof incur any indebtedness for borrowed money or the issuance of Common Shares pursuant to the Stock Purchase Plans; (c) declareissue any debt securities or rights, set asidewarrants, make calls or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (other than between any wholly-owned Subsidiary and the Company); (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (e) acquire (including, without limitation, by merger, amalgamation, arrangement, consolidation or acquisition of stock or assets or otherwise) or agree options to acquire any corporation, partnership, limited liability company, or other business organization or division thereof; (f) reduce the stated capital of any class of shares debt securities of the Company or any Subsidiary or assume, guarantee or endorse, or otherwise become responsible for, the obligations of its Subsidiaries; (g) enter into any joint venture Person, or similar agreementmake any loans or advances, arrangement or relationship; (h) reorganize, amalgamate or merge the Company or grant any security interest in any of its Subsidiaries with any other Person; (i) (i) incur any Indebtedness or make any loans, advances, or capital contributions to, or investments in, any other Person or (ii) (A) authorize any unbudgeted capital expenditures which are, assets except for borrowings under existing credit facilities in the aggregateordinary course of business, in excess of $25,000, or (B) fail to make any capital expenditure that has been budgeted by the Company or any of its Subsidiaries to be made during such period; (j) (i) enter into, establish, adopt, amend or renew any material employment, consulting, severance or similar agreement or arrangements with any director, officer, or employee or otherwise hire or terminate any employee, (ii) grant any salary, wage or bonus increase or (iii) amend repay, redeem, repurchase or modify retire, or otherwise make any severance policy as payment in effect on December 31respect of, 2004; (k) establishany indebtedness for borrowed money or any debt securities, adoptor any rights, amend warrants, calls or increase benefits under options to acquire any Benefit Plan or under any pensiondebt securities, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting or welfare benefit contract, plan or arrangement (other than as may be required by applicable Law); (l) discharge or satisfy any material Lien or pay or satisfy any material obligation or liability (fixed or contingent) except in the ordinary course of business consistent with past practicepractice or as required by their terms as in effect on the date of this Agreement or (iv) except for capital expenditures contemplated by the capital budget of the Company attached to Section 5.01 of the Company Disclosure Letter, authorize, or commence make any voluntary petitioncommitment to, proceeding any new capital expenditure or action under any bankruptcy, insolvency or other similar Lawexpenditures in excess of $5,000,000 in the aggregate; (me) make (i) increase the compensation payable to its directors, officers or institute any change in accounting procedures or practices unless mandated by Canadian GAAP or US GAAP or otherwise required by law or the rules and policies of the TSX or NASDAQ; (n) take any action that, if taken after December 31, 2004 but prior to the date hereof, would have been required to be disclosed in Section 2.09 of the Disclosure Schedule, unless otherwise permitted under this Section 4.01; (o) enter into any agreement or other arrangement or amend any existing agreement or other arrangement with any director, officer, employee or stockholder of the Company, oremployees, except with respect to employees in the ordinary course of business consistent or in connection with past practicesnew hires and promotions, (ii) grant any severance or termination pay to (other than as required by applicable Law or employment agreements, collective agreements or severance plans, agreements or arrangements in existence on the date hereof), or enter into, amend or modify any employment, bonus, change of control or severance agreement with, any of its Subsidiaries or any Affiliate of the foregoing; (p) enter into any agreement director, officer or other arrangement or amend any existing agreement or other arrangement that is reasonably likely to be material to the business employee of the Company or of any of its SubsidiariesSubsidiary, except with respect to employees in connection with new hires and promotions, or (iii) establish, adopt, enter into or amend any collective agreement or Plan for the benefit of any director, officer or employee except as required by Law; (f) take any action or make any change, other than actions or changes required by Canadian GAAP or by applicable Law, with respect to accounting policies or procedures; (g) pay, discharge or satisfy any material claim, liability or obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and consistent with past practice, or renew any agreement for the license of software or the provision of services (including any maintenance contract) for a price or a fee less than the price or fee for such software or services in effect immediately prior to such renewal; (qh) make unless otherwise required by applicable Law (i) make, change or revoke any election relating to Taxes, (ii) change any election, change an annual accounting period, adopt or change any accounting method method, (except as permitted under Section 4.01(miii) above), file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, fail to timely file any Tax Return, take a position on a Tax Return not in keeping with prior practice or take any other similar action, or omit to take any action action, in either case inconsistent with past practice, relating to the filing of any Tax Return or the payment of any Tax, (iv) settle any material Tax claim or assessment, (v) surrender any right to claim a Tax refund or (vi) amend any of its transfer pricing policies; (i) take any action to cause any of its representations or warranties set forth in Article III to be untrue in any respect such that the condition set forth in Section 7.02(a) would not be satisfied; (j) amend or modify in any material respect or terminate any Material Contract or enter into any contract or agreement that would be a Material Contract if such electionin effect on the date hereof, adoption, change, amendment, agreement, settlement, surrender, consent except for (i) any contract or other action or omission could have agreement for the effect sale of increasing the present or future Tax liability or decreasing any present or future Tax asset goods and services entered into on arm’s length terms with a customer of the Company or any Subsidiary and (ii) any Material Contract (other than one contemplated by Sections 3.13(a)(viii), (ix) and (x)) that does not require payment of its Subsidiariesor receipt over the remaining life of such contract of an amount in excess of $1,000,000; (rk) enter into any union recognition agreement, collective agreement, works council agreement or similar agreement with any trade union or representative body; (l) (i) cancel any material indebtedness, (ii) waive, transfer, grant or release any claims or potential claims of material value or (iii) waive any benefits of, or agree to modify in any respect, or terminate, release or fail to enforce, or consent to any material matter with respect to which consent is required under, any confidentiality, standstill or similar agreement to which the Company or any Subsidiary is a party or of which the Company or any Subsidiary is a beneficiary; (m) take any action to exempt from, waive or omit make not subject to take (including redemption of outstanding rights) the Rights Plan, any Person (other than Parent and Acquisition Sub) or any action which would result taken thereby, including any Take-over Bid (as defined in a violation of any applicable Law or would cause a breach of any agreement, contract or commitmentthe Rights Plan), which violation Person or breach action would reasonably be expected have otherwise been subject to have a Company Material Adverse Effectthe restrictive provisions thereof and not exempt therefrom; (sn) sellamend, license, assign, convey modify or otherwise transfer to terminate any Person any material Intellectual Property Rights owned or used by insurance policy of the Company or any of its Subsidiariesthe Subsidiaries in effect on the date hereof, except for the scheduled renewal of the Company’s current directors’ and officers’ liability insurance policy for a period of not more than one year, on the terms (including price) currently in effect under such policy, or the most similar terms then available, as permitted by the terms of such policy and except for scheduled renewals of any other insurance policy of the Company or the Subsidiaries in effect on the date hereof in the ordinary course of business consistent with past practice; (to) abandon, fail license or commit to maintain or enforce, license or otherwise dispose of acquire or transfer any material Intellectual Property Rights owned or used by the Company rights in or any of its Subsidiariesrespect thereto, except other than in the ordinary course of business consistent with past practice;course; and (up) amendannounce an intention, modify, extend, renew or terminate any Lease, or enter into any new lease, sublease, license formal or other informal agreement for the use or occupancy of any real property; or (v) authorize or propose, or agree otherwise make a commitment to take, do any of the foregoing actions prohibited under Section 4.01foregoing.