Common use of Conduct of Business During Interim Period Clause in Contracts

Conduct of Business During Interim Period. (a) Except as expressly provided in this Agreement, as set forth in the Company Disclosure Statement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (ii) split, combine or reclassify any shares of its capital stock; (iii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyer; (v) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (vii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viii) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b).

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)ALZA, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of SEQUUS and its Subsidiaries will (xi) conduct its operations in all material respects according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would could reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement otherwise contemplated by or as otherwise expressly provided in this AgreementAgreement or Section 5.1 of the SEQUUS Disclosure Statement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company SEQUUS nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)ALZA, directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the material terms of (A) any material partnership, joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets SEQUUS IP Rights or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)contracts; (ii) split, combine or reclassify any shares of its capital stock; (iii) authorizeexcept as permitted in Section 5.2 of this Agreement, solicit, propose or announce an intention to authorize, recommend or propose, authorize or enter into any agreement in principle or an agreement with any other person with respect to (A) any plan of liquidation or dissolutiondissolution with respect to SEQUUS or a SEQUUS Subsidiary, (B) any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, except purchases or sales of inventory and equipment in the ordinary course of business consistent with past practice, or (C) any material change in capitalizationcapitalization other than the sale and delivery of shares of SEQUUS Common Stock held or to be held in SEQUUS' 401(k) Pension and Profit Sharing Plan, the issuance and delivery and/or sale of shares of SEQUUS Common Stock pursuant to the exercise of stock options, the grant of options to purchase up to a number of shares of SEQUUS Common Stock equal to 555 multiplied by the number of days from the date of this Agreement to the Effective Time in connection with the hiring and/or promotion of non-officer employees of SEQUUS or any material partnershipof its Subsidiaries, association, joint venture, joint development, technology transfer, or other material business allianceand the issuance of shares of SEQUUS Common Stock issuable to participants in the SEQUUS Purchase Plan; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially and adversely altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerALZA; (v) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (vii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivables other than as required by GAAP; (viii) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) take any action, or fail to take any action, which could reasonably be expected to prevent ALZA from accounting for the Merger as a pooling of interests; (x) except as reasonably required due to medical or regulatory considerations, as required by a Government Entity, or as required due to a lack of available funds (and only after SEQUUS shall have provided ALZA with reasonable notice of any such requirement), suspend, terminate or otherwise discontinue any planned or ongoing material research and development activities, programs programs, clinical trials or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant with respect to the Company Purchase Plan as contemplated by products listed in Section 3.2(b); or (B5.1(x) the exercise of the Company Options outstanding as of SEQUUS Disclosure Statement (the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect"Material Products"); (xi) declareexcept as required by a Government Entity, accrue, set aside or pay any dividend or make any other distribution in respect of material amendment to any shares of capital stock New Drug Application with the FDA, Supplemental New Drug Application with the FDA or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities;their foreign equivalents; or (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 3.10(a), (b) and (f) through (k) above, or this any action which would reasonably be expected to result in the conditions in Section 6.1(a)7.2(a) and (b) not being satisfied. (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each neither ALZA nor any of its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would could reasonably be expected to adversely affect its ALZA's ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoinghereby, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention take any action which could reasonably be expected to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate prevent ALZA from accounting for the Merger and perform its obligations under this Agreement; as a pooling of interests, (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any action which could reasonably be expected to result in any of the actions described conditions specified in Section 5.11 Sections 7.1(a) and (b) not being satisfied or this Section 6.1(b)(iv) consummate, or agree to consummate, (A) any transaction or series of related transactions to acquire shares representing a controlling interest in any Person pursuant to a tender offer, exchange offer, merger, consolidation, share exchange, acquisition of stock or other business combination or acquisition (a "Business Combination") in which the aggregate consideration paid or payable by ALZA and its Subsidiaries is or would be in excess of $750 million or (B) any other transaction or series of related transactions to acquire or license assets or rights in which the aggregate consideration paid or payable by ALZA and its Subsidiaries is or would be in excess of $750 million, in each case, determined as of the date of the definitive agreement relating to such Business Combination or other transaction.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, or as set forth in Section 5.01(a) of the Company Endwave Disclosure Statement Schedule, or as expressly consented to in writing by Buyer (GigOptix, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, during the period from the date of this Agreement Date to the earlier of the termination of this Agreement or the Effective Time, the Company and each of Endwave and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which that would reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Endwave shall also comply with the obligations set forth in Section 5.01(a) of the Endwave Disclosure Schedule. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Endwave nor any of its Subsidiaries will, without the prior written consent of Buyer GigOptix (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)Endwave Material Contract; (ii) split, combine or reclassify any shares of its capital stock; (iii) except as permitted in Section 5.04(c) of this Agreement, authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceledcancelled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerGigOptix; (v) maintain its books Books and records Records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (vii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivable, other than as required by GAAP or the rules and regulations promulgated by the SEC; (viii) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable lawApplicable Law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing material research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effectactivities; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights than pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); exercise or (B) the exercise conversion of the Company Options Endwave Stock Awards outstanding as of the date of this Agreement; or (C) Agreement Date, including as such Endwave Stock Awards may have vesting accelerated pursuant to the issuance of options to purchase Company Common Stock to new hires terms of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect;Endwave Option Plan; or (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 3.10 (except for taking of any action described under Section 3.10(g) to the extent that such action is not material to Endwave or its business, or for taking of any action described under Section 3.10(q)), or any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect such that the condition set forth in Section 6.1(a)7.02(a) would not be satisfied or prevent it from performing or cause it not to perform its covenants hereunder such that the condition set forth in Section 7.02(b) would not be satisfied. (b) Except as expressly provided in contemplated or required by this Agreement, or as set forth in Section 5.01(b) of the Buyer GigOptix Disclosure Statement Schedule, or as expressly consented to in writing by Company (Endwave, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, during the period from the date of this Agreement Date to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of GigOptix and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which that would reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. GigOptix shall also comply with the obligations set forth in Section 5.01(a) of the GigOptix Disclosure Schedule. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer GigOptix nor any Buyer Subsidiary of its Subsidiaries will, without the prior written consent of Company Endwave (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this AgreementGigOptix Material Contract; (ii) split, combine or reclassify any shares of its capital stock; (iii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iiiiv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be cancelled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to GigOptix; (v) maintain its Books and Records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (vii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivable, other than as required by GAAP or the rules and regulations promulgated by the SEC; (ivviii) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of capital stock the limitation period applicable to any material claim or repurchaseassessment except as required by Applicable Law; (ix) suspend, redeem terminate or otherwise reacquire discontinue any shares of planned or ongoing material research and development activities, programs or other such activities; (x) issue any capital stock or other securities; (v) amend options, warrants or permit the adoption of any amendments other rights to purchase or acquire capital stock, other than pursuant to the Buyer’s articles exercise or conversion of incorporation, bylaws or other charter documents or any GigOptix Stock Awards outstanding as of the charter documents Agreement Date, including as such GigOptix Stock Awards may have vesting accelerated pursuant to the terms of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this AgreementGigOptix Option Plans; or (vixi) take, take or agree to take, any of the actions described in Section 5.11 4.10 (except for taking of any action described under Section 4.10(g) to the extent that such action is not material to GigOptix or its business, or for taking of any action described under Section 4.10(q)), or any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect such that the condition set forth in Section 6.1(b)7.01(a) would not be satisfied or prevent it from performing or cause it not to perform its covenants hereunder such that the condition set forth in Section 7.01(b) would not be satisfied.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented agreed to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Buyer, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company Target shall (and each of its Subsidiaries will shall cause Target Subsidiary to): (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) collect all accounts receivable in a manner consistent with past practices, (iii) pay all accounts payable in a manner consistent with past practice, (iv) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers employees and employees in each business function and to maintain satisfactory relationships with its suppliers, distributors, customers and others having business relationships with it, it and (zv) not take any action which that would adversely affect its ability to consummate complete the Merger or any of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, foregoing and except as otherwise expressly contemplated, required or permitted by this Agreement or as set forth in Schedule 6.1, before the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company nor any of its Subsidiaries willTarget shall not (and Target shall not cause or permit Target Subsidiary to), without the prior written consent of Buyer (which consent shall or denial of consent will not be unreasonably withheld, delayed or conditioned), delayed) directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of any: (Ai) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets any Target IP Rights or (Bii) any other agreement, commitment or contract, in each case, except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (ii) split, combine or reclassify any shares of its capital stock; (iiib) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement or agreement in principle with any other person Person with respect to to, any plan of liquidation or dissolution, any acquisition of a securities or any material amount of assets or securitiesassets, any issuance or disposition of a any securities or any material amount of assets or securitiesassets, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivc) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyer; (vd) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vie) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practicecurrency; (viif) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including including, without limitation, writing down the value of any inventory or writing off notes or any accounts receivables; (viiig) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation limitations period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal ProceedingLaw; or (xixh) take, take or agree to take, take any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality perform any of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided its covenants in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b).

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in on Schedule 5.1 to the Company TCA Disclosure Statement or Schedule 5.1 to the Thoratec Disclosure Statement, or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheldThoratec or TCA, delayed or conditioned)as the case may be, during the period from the date of this Agreement to the earlier of the termination of this Agreement or and the Effective Time, the Company and each of TCA and its Subsidiaries will Subsidiaries, on the one hand, and Thoratec and the Thoratec Subsidiaries, on the other hand, shall (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or and the Effective Time Time, neither the Company TCA nor any of its Subsidiaries will, without the prior written consent of Buyer (which Thoratec, and neither Thoratec nor any Thoratec Subsidiary will, without the prior written consent shall not be unreasonably withheld, delayed or conditioned)of TCA, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (Ai) any material joint venture, license (other than end user licenses)license, or agreement relating to the joint development or transfer of technology or TCA IP Rights or Thoratec IP Rights, as the Company Proprietary Assets case may be, or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)contracts; (iib) split, combine or reclassify any shares of its capital stock; (iiic) except as permitted in Section 5.4(e) or (f), as appropriate, of this Agreement, authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person Person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerThoratec or TCA, as the case may be; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiih) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixi) suspend, terminate or otherwise discontinue any planned or ongoing material research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effectactivities; (xj) issue any capital stock or debt instruments (other than upon conversion or exercise of existing options, warrants or debt instruments that have been disclosed in Section 3.6 or 4.5 of this Agreement or the related schedules to the related disclosure statements), or any options, warrants or other rights to purchase or acquire any capital stock, other than: (A) the grant stock or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effectdebt instruments; (xik) declare, accrue, set aside or pay purchase any dividend or make any other distribution in respect of any shares of capital stock or repurchasedebt instruments, redeem or otherwise reacquire any shares of options, warrants or other rights to purchase or acquire any capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; debt instruments or (xixl) take, take or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement3.10, as set forth in the Buyer Disclosure Statement case of TCA, or as expressly consented to Section 4.11, in writing by Company (which consent shall not be unreasonably withheldthe case of Thoratec, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in this Agreement, as set forth in the Company Disclosure Statement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of its Visionics and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except as contemplated or required by this Agreement or as expressly consented to in writing by the other party, will (xi) conduct its respective operations according to its ordinary and usual course of business and consistent with past practicepractices, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Visionics nor any of Identix will, and neither Visionics nor Identix will permit its Subsidiaries willrespective Subsidiaries, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)the other party, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the material terms of (Ai) any material joint venture, license (other than end user licenses)license, or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets Visionics IP Rights or Identix IP Rights or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts contracts. (including end user licensesb) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (c) grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (d) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (e) repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof; (f) cause, permit or propose any amendments to any charter document or Bylaw (or similar governing instruments of any subsidiaries); (iig) sell, lease, license, encumber or otherwise dispose of any properties or assets which are material, individually or in the aggregate, to the business of Identix or Visionics, as the case may be, except in the ordinary course of business consistent with past practice; (h) incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of Identix or Visionics, as the case may be, or guarantee any debt securities of others; (i) adopt or amend any employee benefit or employee stock purchase or employee option plan, or enter into any employment contract, pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its officers or employees other than in the ordinary course of business, consistent with past practice, or change in any material respect any management policies or procedures; (j) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business; (k) split, combine or reclassify any shares of its capital stock; (iiil) except as permitted by Section 5.4(e) of this Agreement authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivm) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyerthe other party; (vn) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vio) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viip) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiiq) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixr) suspend, terminate or otherwise discontinue any planned or ongoing material research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effectother than in the ordinary course of business and consistent with past practice; (xs) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing the customary grant of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and stock options in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceedingpractice; or (xixt) take, take or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to through the Closing Date or earlier of the termination of this Agreement or Agreement, Extensity shall (and shall cause the Effective Time, the Company and each of its Subsidiaries will Extensity Subs) to: (xi) conduct its business and operations according to its their ordinary and usual course of business consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, organization and (iii) use commercially reasonable efforts to keep available the services of its officers and employees in each business function and to promote and maintain satisfactory relationships at least the same quality of relationship with each of its suppliers, distributors, customers and others having business important relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger Extensity or an Extensity Sub that Extensity or the other transactions contemplated by this AgreementExtensity Sub has, at present, with those Persons. Without limiting the generality of the foregoing, foregoing and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to before the earlier of the termination of this Agreement or in accordance with its terms and the Effective Time Time, neither the Company Extensity nor any of its Subsidiaries willExtensity Sub shall, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the followingGeac: (ia) authorize, solicit, propose, implement or announce an intention to (or enter into any agreement or agreement in principle with any Person with respect to any act or transaction to) liquidate, dissolve, acquire securities, issue securities, dispose of securities, acquire or dispose of any material amount of assets, or change its capitalization or potential capitalization (for example, by granting additional options or other rights of the type referenced in Subsection 4.6(b)); (b) enter into or propose or commit to enter into any partnership association, joint venture, joint development, technology transfer or other business alliance, it being understood, however, that Geac shall respond to a written request from Extensity to take one of the steps described in this Subsection 6.1(b) that is accompanied by an adequate description of the proposed step, within 48 hours after receiving the request, it being further understood that, if Geac does not respond within that period, Geac shall be considered to have consented to the request; (c) enter into, violatematerially breach, or extend, amend or otherwise modify or waive any of the material terms of (A) any material joint ventureExtensity Contact or any agreement, license (commitment or contract relating to any Extensity IP Rights, other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (ii) split, combine or reclassify any shares of its capital stock; (iii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceledcancelled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyerpractice; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practicecurrency; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assetsof its assets including, including without limitation, writing down the value of inventory or writing off any notes or accounts receivablesreceivable; (viiih) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation a limitations period applicable to any material claim or assessment except as required by applicable lawLaw; (ixi) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, take any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization4.10, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or action that could make any other extraordinary nonstock distribution of its representations or warranties contained in respect of any shares of capital stock this Agreement untrue or repurchase, redeem incorrect or otherwise reacquire any shares of capital stock prevent it from performing or other securities; (v) amend or permit the adoption of any amendments cause it not to the Buyer’s articles of incorporation, bylaws or other charter documents or perform any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under covenants in this Agreement; Agreement or (vij) take, propose or agree commit to take, take any of the actions described or steps referenced in Section 5.11 or this Section 6.1(b)(a) through (i) above.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of Stel and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement or the Technology Option Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Stel nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of of, (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets Stel IP Rights; or (Bii) any other agreements, commitments or contracts, except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (i) with respect to Stel's wireless broadband and satellite personal communications products, accept any new or incremental work orders from current customers or enter into any new contractual obligations with customers other than Newbridge and, (ii) splitwith respect to Stel's telcom component products, combine or reclassify agree to undertake research and development work for any shares of its capital stockthird party with a term extending beyond May 31, 2000; (iiic) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerNewbridge; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiih) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (i) split, combine or reclassify any shares of its capital stock; (j) issue any capital stock or other options, warrants or rights to purchase or acquire capital stock or change the terms of any such outstanding securities, except that Stel may (i) issue capital stock upon the exercise of options, warrants or rights outstanding as of the date of this Agreement and (ii) accelerate those Stel Options that are not to be assumed or substituted with equivalent options or other economic benefits by Newbridge or by the purchasers of Stel's Non-core Assets; (k) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than (i) for the routine collection of bills, (ii) the settlement of the litigation with Cabletron Systems, Inc., (iii) in such cases where Stel determines in good faith that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that Stel consults with Newbridge prior to the filing of such a suit, or (iv) for a breach of this Agreement; (l) in respect of any Taxes, make or change any material election, election change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixm) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 3.10, or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of Stel and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement or the Technology Option Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Stel nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of of, (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets Stel IP Rights; or (Bii) any other agreements, commitments or contracts, except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (i) with respect to Stel's wireless broadband and satellite personal communications products, accept any new or incremental work orders from customers or enter into any new contractual obligations with customers other than Newbridge and, (ii) splitwith respect to Stel's telcom component products, combine or reclassify agree to undertake research and development work for any shares of its capital stockthird party with a term extending beyond May 31, 2000; (iiic) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerNewbridge; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiih) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (i) split, combine or reclassify any shares of its capital stock; (j) issue any capital stock or other options, warrants or rights to purchase or securities, except that Stel may (i) issue capital stock upon the exercise of options, warrants or rights outstanding as of the date of this Agreement and (ii) accelerate those Stel Options that are not to be assumed or substituted with equivalent options or other economic benefits by Newbridge or by the purchasers of Stel's Non-core Assets; (k) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than (i) for the routine collection of bills, (ii) the settlement of the litigation with Cabletron Systems, Inc., (iii) in such cases where Stel determines in good faith that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that Stel consults with Newbridge prior to the filing of such a suit, or (iv) for a breach of this Agreement; (l) in respect of any Taxes, make or change any material election, election change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixm) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 3.10, or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of the Company and each of its the Company Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which that would adversely affect its the Company's ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement otherwise contemplated or as otherwise expressly provided required in this Agreement, prior to the earlier of the termination of this Agreement or the Effective Time neither the Company nor any of its Subsidiaries Company Subsidiary will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets IP Rights; or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)contracts; (ii) split, combine or reclassify any shares of its capital stock; (iiib) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets (in excess of $50,000) or securitiessecurities outside the ordinary course of business (whether by sale, lease, hypothecation or otherwise) outside the ordinary course of business, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivc) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerParent; (vd) maintain its books and records in a manner other than in the ordinary course of business and consistent with GAAP and past practicepractices; (vie) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viif) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiig) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (h) split, combine or reclassify any shares of its capital stock; (i) declare or pay any dividend or make any distribution to shareholders of the Company; (j) issue any capital stock or other options, warrants or rights to purchase or acquire capital stock or change the terms of any such outstanding securities, other than upon the exercise of Company Options; (k) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than for the routine collection of Accounts Receivable or for a breach of this Agreement; (l) make any loans (except for business travel advances in the ordinary course of business consistent with past practices) to any officer, director, consultant or employee, or to any related entity or Person; (m) enter into any new transaction with or create or assume any new obligation or liability to any Affiliate, including but not limited to Covalar Design, Inc., a Texas corporation ("CDI"); provided, however, the Company may, prior to the Closing, sell all of the outstanding capital stock of CDI to Xxxx Xxxxxxx or his designee for the net book value of CDI currently recorded on the books of the Company at the Balance Sheet Date. (n) in respect of any Taxes, make or change any material election, change election changing any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xixo) take, take or agree to take, take any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement5.1, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior to the earlier of the termination of this Agreement untrue or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) incorrect in any material joint venture, license (other than end user licenses)respect or prevent it from performing, or agreement relating cause it not to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practiceperform, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (Symantec, which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of AXENT and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company AXENT nor any of its Subsidiaries will, without the prior written consent of Buyer Symantec (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (Ai) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets AXENT IP Rights or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (iib) split, combine or reclassify any shares of its capital stock; (iiic) except as permitted in Section 5.4(e) of this Agreement authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerSymantec; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiih) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixi) suspend, terminate or otherwise discontinue any planned or ongoing material research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effectactivities; (xj) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (Ai) the grant or exercise of purchase rights pursuant to the Company AXENT Purchase Plan as contemplated by Section 3.2(b2.2(b); or (Bii) the exercise of the Company AXENT Options outstanding as of the date of this Agreement; or (Ciii) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company AXENT Options granted in the ordinary course of business and consistent with past practicespractice under the AXENT Stock Plans to newly-hired employees of AXENT; provided that AXENT shall not grant in any calendar month between the date of this Agreement and the Effective Time, and except for licensing of intellectual property AXENT Options to purchase, in the sale or licensing aggregate, a number of shares of AXENT Common Stock in excess of 110% of the Company’s products monthly average of the number of shares of AXENT Common Stock subject to AXENT Options granted in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money six calendar months prior to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceedingof this Agreement; or (xixk) take, take or agree to take, any of the actions described in Section 4.10 3.10, or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Trafficmaster, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of Teletrac and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practicepractice and, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and function, to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Teletrac nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Trafficmaster, directly or indirectly, do any of the following: (ia) except in the ordinary course of business, enter into, violate, extend, amend or otherwise modify or waive any of the terms of of, (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets Teletrac IP Rights; or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)contracts; (ii) split, combine or reclassify any shares of its capital stock; (iiib) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivc) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyer; (vd) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vie) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practicecurrency; (viif) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiig) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (h) split, combine or reclassify any shares of its capital stock; (i) issue any capital stock or other options, warrants or rights to purchase or acquire capital stock or change the terms of any such outstanding securities, except that Teletrac may issue capital stock upon the exercise of options, warrants or rights outstanding as of the date of this Agreement; (j) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where Teletrac determines in good faith that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that Teletrac consults with Trafficmaster prior to the filing of such a suit, or (iii) for a breach of this Agreement; (k) in respect of any Taxes, make or change any material election, election change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xixl) take, take or agree to take, take any of the actions described in Section 4.10 or this Section 6.1(a)3.9. (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b).

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of Stel and its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement or the Technology Option Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company Stel nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Newbridge, directly or indirectly, do any of the following: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of of, (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets Stel IP Rights; or (Bii) any other agreements, commitments or contracts, except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (i) with respect to Stel's wireless broadband and satellite personal communications products, accept any new or incremental work orders from current customers or enter into any new contractual obligations with customers other than Newbridge and, (ii) splitwith respect to Stel's telcom component products, combine or reclassify agree to undertake research and development work for any shares of its capital stockthird party with a term extending beyond May 31, 2000; (iiic) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivd) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerNewbridge; (ve) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vif) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viig) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any of its respective assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiih) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (i) split, combine or reclassify any shares of its capital stock; (j) issue any capital stock or other options, warrants or rights to purchase or acquire capital stock or change the terms of any such outstanding securities, except that Stel may (i) issue capital stock upon the exercise of options, warrants or rights outstanding as of the date of this Agreement and (ii) accelerate those Stel Options that are not to be assumed or substituted with equivalent options or other economic benefits by Newbridge or by the purchasers of Stel's Non-core Assets; (k) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than (i) for the routine collection of bills, (ii) the settlement of the litigation with Cabletron Systems, Inc., (iii) in such cases where Stel determines in good faith that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that Stel consults with Newbridge prior to the filing of such a suit, or (iv) for a breach of this Agreement; (l) in respect of any Taxes, make or change any material election, election change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; ; (ixm) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 3.10, or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this Agreement, prior Agreement untrue or incorrect or prevent it from performing or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or ----------------------------------------- required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Purchaser, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective TimeClosing, the Company and each of Seller and its Subsidiaries subsidiaries will (xi) conduct its the Government Base Business operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organizationthe organization of the Government Base Business, to keep available the services of its officers and employees GBB Employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with itSeller or its subsidiaries in respect of the Government Base Business, and (ziii) not take any action which would adversely affect its Seller's ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time Closing neither the Company Seller nor any of its Subsidiaries subsidiaries will, without the prior written consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed withheld or conditioned)delayed, directly or indirectly, do any of the followingfollowing in respect of the Government Base Business: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint ventureGBB Contract, license (other than end user licenses), or agreement relating to in a manner that materially modifies the joint development or transfer scope of technology or the Company Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses)GBB Contract; (iib) split, combine enter into any Systems Engineering and Technical Assistance ("SETA") contracts or reclassify accept any shares of its capital stocknew procurement-related support work under any SETA contract; (iiic) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of contract that would require establishing a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business allianceloss contract reserve (under GAAP) upon entry into such contract; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyer; (vd) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viie) institute any change in its accounting methods, principles or practices other than as required by GAAP, GAAP or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viiif) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned4.1(h), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability prevent it from performing or cause it not to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b)covenants hereunder.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of its Subsidiaries will (xi) conduct its operations according to its ordinary and usual course of business consistent with past practice, (yii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with its suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which that would adversely affect its the Company's ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement otherwise contemplated or as otherwise expressly provided in required by this Agreement, prior to the earlier of the termination of this Agreement or the Effective Time neither the Company nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)will not, directly or indirectly, do any of the followingfollowing without the prior written consent of Parent: (ia) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (Ai) any material license or partnership, joint venture, license (or other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets IP Rights; or (Bii) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licensesother than to effect the acceleration of the vesting schedules of the shares of Company Common Stock governed by the Stock Restriction Agreements, each dated December 15, 2003, between the Company and each of Alan Kersey, John Moon, James Sirkis, Gerald DePardo, Terrence Brennax xxx Xxxxxn Xxxxxx, xucx xxxxxxxxxxon xx xx xxxxxxxve xxxx xxx Xxxxxxg); (ii) split, combine or reclassify any shares of its capital stock; (iiib) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to to: (i) any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securitiessecurities (whether by sale, lease, hypothecation or otherwise) outside the ordinary course of business; or (ii) any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (ivc) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceledcancelled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to BuyerParent; (vd) maintain its books and records in a manner other than in the ordinary course of business and consistent with GAAP and past practicepractices; (vie) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (viif) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue re-value any of its assets, including without limitation, writing down the value of inventory or writing writing-off notes or accounts receivables; (viiig) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than the collection in the ordinary course of business; (h) split, combine or reclassify any shares of its capital stock, other than as may be required under Section 6.2; (i) declare or pay any dividend or make any distribution to stockholders of the Company; (j) issue any capital stock or options, warrants or rights to purchase or acquire capital stock, or change the terms of any outstanding securities, other than upon the exercise of Company Options or outstanding warrants; (k) waive, release, assign, settle or compromise any material claim or litigation, or commence a lawsuit other than for the routine collection of accounts receivable or for a breach of this Agreement; (l) make any loans (except for business travel advances in the ordinary course of business consistent with past practice) to any officer, director, consultant or employee, or to any related entity or Person; (m) enter into any new transaction with or create or assume any new obligation or liability to any Affiliate; (n) merge or consolidate with any Person, or acquire any material assets of any Person, or form or create any Subsidiary; (o) sell, transfer or license to any Person or otherwise extend, amend or modify any rights to the Company IP Rights; (p) in respect of any Taxes, make or change any material election, change election changing any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ixq) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, take or agree to take, take any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement5.1, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect make any of its ability to consummate the Merger representations or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided warranties contained in this AgreementAgreement untrue or incorrect in any material respect or prevent it from performing, prior or cause it not to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary willperform, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following:its covenants hereunder; (ir) enter into, violate, extend, amend or otherwise modify or waive any its Certificate of the terms of (A) any material joint venture, license Incorporation (other than end user licenses), to effect the Recapitalization) or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreementbylaws; or (vis) take, hire any additional employees or agree to take, materially modify any of the actions described in Section 5.11 or this Section 6.1(b)existing employee compensation arrangements.

Conduct of Business During Interim Period. (a) Except as expressly provided in contemplated or required by this Agreement, as set forth in the Company Disclosure Statement Agreement or as expressly consented to in writing by Buyer Angiotech (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of its Subsidiaries Cohesion will (xi) conduct its operations according to its ordinary and usual course of business and consistent with past practice, (yii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (ziii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company nor any of its Subsidiaries willTime, Cohesion will not, without the prior written consent of Buyer Angiotech (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), directly or indirectly, do any of the following: (ia) enter intopurchase, violateotherwise acquire, extend, amend or agree to purchase or otherwise modify acquire any shares of capital stock of Cohesion, or waive declare, set aside or pay any dividend or otherwise make a distribution (whether in cash, stock, property or any combination thereof) in respect of the terms of (A) any material joint venture, license their capital stock (other than end user licenses)dividends or other distributions payable solely to Cohesion or its wholly-owned Subsidiary or repurchases of shares from employees in connection with the termination of employment (for any reason) in accordance with agreements outstanding or policies existing on the date hereof, or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets or (B) except entered into thereafter in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (iib) split, combine (i) create or reclassify incur any shares of its capital stock; (iii) authorize, solicit, propose indebtedness for borrowed money exceeding US $100,000 in the aggregate other than ordinary course trade payables or announce an intention pursuant to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except existing credit facilities in the ordinary course of business business, or (ii) except as set forth in Section 5.1(b) of the Cohesion Disclosure Statement, assume, guarantee, endorse or otherwise, as an accommodation, become responsible for the obligations of any other Person, make any loans or advances to any other Person exceeding US $100,000 in the aggregate except for travel advances and consistent with past practice and following written notice other advances made to Buyer; (v) maintain its books and records in a manner other than employees in the ordinary course of business and consistent with past practice; (vi) enter into ; provided, however, that Cohesion shall be permitted to incur up to $3.0 million of indebtedness on commercially reasonable terms, to the extent required to finance the Cohesion's working capital requirements and provided further, Cohesion shall not make any hedgingexpenditures of the proceeds of such indebtedness in excess of $100,000, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than except in the ordinary course of business and consistent with past practicebusiness, without the prior written consent of Angiotech, which shall not be unreasonably withheld or delayed; (viic) institute any change in its accounting methods, principles or practices other than as required by GAAP, GAAP or the rules and regulations promulgated by the SEC, or ; (d) revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivable in excess of amounts previously reserved as reflected in the Cohesion Balance Sheet; (viiii) increase in respect any manner the compensation of any Taxesof its directors, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stockofficers or, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practicespractice or pursuant to written agreements outstanding on the date hereof, and except for licensing of intellectual property in the sale a non-officer employee; (ii) grant any severance or licensing of the Company’s products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money termination pay to any Person, or incur or guarantee any indebtedness person; (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviiiiii) commence or settle any Legal Proceeding; or (xix) take, or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior Schedule 5.1(e) to the earlier of the termination of this Agreement Cohesion Disclosure Statement, enter into any oral or Effective Time neither the Buyer nor written employment, consulting, indemnification or severance agreement with any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (person other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which agreements involving amounts in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; not in excess of US $100,000; (iiiv) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAPlaw or the specific terms of the Employee Benefit Plans, as defined in Section 3.20(a) hereof, adopt, become obligated under, or the rules and regulations promulgated by the SECamend any employee benefit plan, program or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s ability to consummate the Merger and perform its obligations under this Agreementarrangement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b).

Conduct of Business During Interim Period. (a) Except as expressly provided in this Agreement, as set forth in the Company Disclosure Statement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Company Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Company nor any of its Subsidiaries will, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Company Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses); (ii) split, combine or reclassify any shares of its capital stock; (iii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance; (iv) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Buyer; (v) maintain its books and records in a manner other than in the ordinary course of business and consistent with past practice; (vi) enter into any hedging, option, derivative or other similar transaction or any foreign exchange position or contract for the exchange of currency other than in the ordinary course of business and consistent with past practice; (vii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (viii) in respect of any Taxes, make or change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment except as required by applicable law; (ix) suspend, terminate or otherwise discontinue any planned or ongoing research and development activities, programs or other such activities which would be reasonably expected to have a Company Material Adverse Effect; (x) issue any capital stock or other options, warrants or other rights to purchase or acquire capital stock, other than: (A) the grant or exercise of purchase rights pursuant to the Company Purchase Plan as contemplated by Section 3.2(b); or (B) the exercise of the Company Options outstanding as of the date of this Agreement; or (C) the issuance of options to purchase Company Common Stock to new hires of the Company for an aggregate of 250,000 shares, provided that any such issuance shall be consistent with the past practice of the Company and subject to the Company’s 's customary vesting schedule as now in effect; (xi) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (xii) amend or permit the adoption of any amendments to the Company’s 's certificate of incorporation, bylaws or other charter documents or any of the charter documents of its Subsidiaries, or effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (xiii) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (xiv) make any capital expenditure other than with respect to projects contemplated in the Company’s 's capital expenditure budget as set forth in Schedule 6.1(a)(xiv) of the Company Disclosure Statement; (xv) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Contract with obligations in excess of $750,000, or amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract with obligation in excess of $750,000; (xvi) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices, and except for licensing of intellectual property in the sale or licensing of the Company’s 's products in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (xvii) lend money to any Person, or incur or guarantee any indebtedness (except that the Company may make routine borrowings in the ordinary course of business and in accordance with past practices under the Company’s 's credit facilities outstanding as of the date hereof (without any amendment or modification thereto)); (xviii) commence or settle any Legal Proceeding; or (xix) take, or agree to take, any of the actions described in Section 4.10 or this Section 6.1(a). (b) Except as expressly provided in this Agreement, as set forth in the Buyer Disclosure Statement or as expressly consented to in writing by Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Buyer and each of its Subsidiaries will (x) conduct its operations according to its ordinary and usual course of business consistent with past practice, (y) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (z) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and except as set forth in the Buyer Disclosure Statement or as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither the Buyer nor any Buyer Subsidiary will, without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (i) enter into, violate, extend, amend or otherwise modify or waive any of the terms of (A) any material joint venture, license (other than end user licenses), or agreement relating to the joint development or transfer of technology or the Buyer Proprietary Assets or (B) except in the ordinary course of business and consistent with past practice, any other material agreements, commitments or contracts (including end user licenses), which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s 's ability to consummate the Merger and perform its obligations under this Agreement; (ii) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any agreement with any other person with respect to any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any material change in capitalization, or any material partnership, association, joint venture, joint development, technology transfer, or other material business alliance, which in each case would be reasonably likely to delay the Effective Time or adversely affect Buyer’s 's ability to consummate the Merger and perform its obligations under this Agreement; (iii) institute any change in its accounting methods, principles or practices other than as required by GAAP, or the rules and regulations promulgated by the SEC, or revalue any assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivables; (iv) declare, accrue, set aside or pay any extraordinary nonstock dividend or make any other extraordinary nonstock distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) amend or permit the adoption of any amendments to the Buyer’s 's articles of incorporation, bylaws or other charter documents or any of the charter documents of any Buyer Subsidiary, or effect any recapitalization or reclassification of shares, or effect or become a party to any Acquisition Transaction that would be reasonably likely to delay the Effective Time or adversely affect Buyer’s 's ability to consummate the Merger and perform its obligations under this Agreement; or (vi) take, or agree to take, any of the actions described in Section 5.11 or this Section 6.1(b).