Common use of CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW Clause in Contracts

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller shall conduct its Padlock Product Line business only by selling finished goods from inventory in the ordinary and usual course of business with Purchaser's consent, and agrees to use its best efforts to preserve intact its sales organization and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives and others having business relationships with it with respect to the Padlock Product Line. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: (a) to refrain from entering into any customer order, contract or commitment or any contracts which involve the licensing of Intellectual Property, (b) to duly comply with all laws and regulations applicable to it in the conduct of its business, including without limitation federal export and import laws and the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) to use its best efforts to maintain the Assets in substantially their present order and condition, subject only to normal wear and tear, (d) not to take any action, or omit to take any action, which would cause the representations and warranties contained in Article II hereof to be untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller shall confer on a regular and frequent basis with one or more designated representatives of Purchaser to report material matters and to report the general status of ongoing Padlock Product Line operations. The Seller shall notify Purchaser of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or adjudicatory proceedings involving the Padlock Product Line and shall keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 7.1. Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company and each of its subsidiaries to conduct its Padlock Product Line business their respective operations only by selling finished goods from inventory in the according to their ordinary and usual course of business with Purchaser's consent, and agrees to use its their best efforts to preserve intact its sales organization their respective business organizations, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives clients and others having business relationships with it with respect to the Padlock Product Linethem. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by the Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: Shareholders will cause (a) the Company's and each of its subsidiaries' respective Certificate of Incorporation and By-Laws to be maintained in their form on the date of this Agreement, (b) the compensation payable or to become payable by the Company and each of its subsidiaries to any officer, employee or agent being paid $50,000 per year or more on the Balance Sheet Date to be maintained at their levels on the date of this Agreement, (c) the Company and each of its subsidiaries to refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued, (d) the Company and each of its subsidiaries to refrain from entering into any customer order, contract or commitment except contracts in the ordinary course of business, (e) the Company and each of its subsidiaries to refrain from making any change affecting any bank, safe deposit or power of attorney arrangements of the Company or any contracts which involve such subsidiary and (f) the licensing of Intellectual Property, (b) to duly comply with all laws Company and regulations applicable to it in the conduct each of its business, including without limitation federal export and import laws and subsidiaries to refrain from taking any of the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) actions referred to use its best efforts to maintain the Assets in substantially their present order and condition, subject only to normal wear and tear, (d) Section 1.20 hereof. The Shareholders agree not to take any action, or omit to take any action, which would cause the representations and warranties contained in Article II I hereof to be untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company to confer on a regular and frequent basis with one or more designated representatives of the Purchaser to report material operational matters and to report the general status of ongoing Padlock Product Line operations. The Seller Shareholders shall cause the Company and each of its subsidiaries to notify Purchaser of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or adjudicatory proceedings submissions involving any material property of the Padlock Product Line Company and shall each of its subsidiaries, and to keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 7.1. Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company to conduct its Padlock Product Line business operations only by selling finished goods from inventory in the according to their ordinary and usual course of business with Purchaser's consent, and agrees to use its their best efforts to preserve intact its sales organization business organization, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives clients and others having business relationships with it with respect to the Padlock Product Linethem. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by the Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: Shareholders will cause (a) the Company's Charter and By-Laws to be maintained in their form on the date of this Agreement, (b) the compensation payable or to become payable by the Company to any officer, employee or agent being paid $50,000 per year or more on the Balance Sheet Date to be maintained at their levels on the date of this Agreement, (c) the Company to refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued, (d) the Company to refrain from entering into any customer order, contract or commitment or any except contracts which involve the licensing of Intellectual Property, (b) to duly comply with all laws and regulations applicable to it in the conduct ordinary course of its business, including without limitation federal export (e) the Company to refrain from making any change affecting any bank, safe deposit or power of attorney arrangements of the Company and import laws and (f) the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) Company to use its best efforts refrain from taking any of the actions referred to maintain the Assets in substantially their present order and condition, subject only to normal wear and tear, (d) Section 1.20 hereof. The Shareholders agree not to take any action, or omit to take any action, which would cause the representations and warranties contained in Article II I hereof to be untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller shall confer on a regular and frequent basis with one or more designated representatives of Purchaser to report material matters and to report the general status of ongoing Padlock Product Line operations. The Seller shall notify Purchaser of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or adjudicatory proceedings involving the Padlock Product Line and shall keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.or

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 8.1. Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company and each of its subsidiaries to conduct its Padlock Product Line business their respective operations only by selling finished goods from inventory in the according to their ordinary and usual course of business with Purchaser's consent, and agrees to use its their best efforts to preserve intact its sales organization their respective business organizations, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives clients and others having business relationships with it with respect to the Padlock Product Linethem. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by the Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: Shareholders will cause (a) the Company's and each of its subsidiaries' respective Certificate of Incorporation and By-Laws to be maintained in their form on the date of this Agreement, (b) the compensation payable or to become payable by the Company and each of its subsidiaries to any officer, employee or agent on the Balance Sheet Date to be maintained at their levels on the date of this Agreement, (c) the Company and each of its subsidiaries to refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued, (d) the Company and each of its subsidiaries to refrain from entering into any customer order, contract or commitment except contracts in the ordinary course of business, (e) the Company and each of its subsidiaries to refrain from making any change affecting any bank, safe deposit or power of attorney arrangements of the Company or any contracts which involve such subsidiary and (f) the licensing of Intellectual Property, (b) to duly comply with all laws Company and regulations applicable to it in the conduct each of its business, including without limitation federal export and import laws and subsidiaries to refrain from taking any of the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) actions referred to use its best efforts to maintain the Assets in substantially their present order and condition, subject only to normal wear and tear, (d) Section 2.17 hereof. The Shareholders agree not to take any action, or omit to take any action, which would cause the representations and warranties contained in Article II I hereof to be untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company to confer on a regular and frequent basis with one or more designated representatives of the Purchaser to report material operational matters and to report the general status of ongoing Padlock Product Line operations. The Seller Shareholders shall cause the Company and each of its subsidiaries to notify Purchaser of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or adjudicatory proceedings submissions involving any material property of the Padlock Product Line Company and shall each of its subsidiaries, and to keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 6.1. Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company and each of its subsidiaries to conduct its Padlock Product Line business their respective operations only by selling finished goods from inventory in the according to their ordinary and usual course of business with Purchaser's consent, and agrees to use its their best efforts to preserve intact its sales organization their respective business organizations, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives clients and others having business relationships with it with respect to the Padlock Product Linethem. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by the Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: Shareholders will cause (a) the Company's and each of its subsidiaries' respective Certificate of Incorporation and By-Laws to be maintained in their form on the date of this Agreement, (b) the compensation payable or to become payable by the Company and each of its subsidiaries to any officer, employee or agent being paid $50,000 per year or more on the Balance Sheet Date to be maintained at their levels on the date of this Agreement, (c) the Company and each of its subsidiaries to refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued, (d) the Company and each of its subsidiaries to refrain from entering into any customer order, contract or commitment except contracts in the ordinary course of business, (e) the Company and each of its subsidiaries to refrain from making any change affecting any bank, safe deposit or power of attorney arrangements of the Company or any contracts which involve such subsidiary and (f) the licensing of Intellectual Property, (b) to duly comply with all laws Company and regulations applicable to it in the conduct each of its business, including without limitation federal export and import laws and subsidiaries to refrain from taking any of the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) actions referred to use its best efforts to maintain the Assets in substantially their present order and condition, subject only to normal wear and tear, (d) Section 1.20 hereof. The Shareholders agree not to take any action, or omit to take any action, which would cause the representations and warranties contained in Article II I hereof to be untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller Shareholders shall cause the Company to confer on a regular and frequent basis with one or more designated representatives of the Purchaser to report material operational matters and to report the general status of ongoing Padlock Product Line operations. The Seller Shareholders shall cause the Company and each of its subsidiaries to notify Purchaser of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or adjudicatory proceedings submissions involving any material property of the Padlock Product Line Company and shall each of its subsidiaries, and to keep Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller Company shall conduct its Padlock Product Line business operations only by selling finished goods from inventory in the according to its ordinary and usual course of business with Purchaser's consent, and agrees to use its best efforts to preserve intact its sales organization business organization, keep available the services of its officers and employees, maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives clients and others having business relationships with the Company, and perform in all material respects all of the Company's obligations under all Contracts to which the Company is a party or by which it with respect to or any of its assets or properties are bound. Without limiting the Padlock Product Line. Notwithstanding the immediately preceding sentenceforegoing, prior to the Closing Date, except as may be first approved in writing by Purchaser the Purchaser, set forth in Schedule 4.1 or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business: Company shall not: (a) to refrain from entering into any customer orderamend or modify the Company's Organizational Documents, contract or commitment or any contracts which involve the licensing of Intellectual Property, (b) amend or modify the compensation payable or to duly comply with all laws and regulations applicable become payable by the Company to it in each officer, employee or agent of the conduct of its businessCompany, including without limitation federal export and import laws and the rules, orders, regulations and guidelines thereunder so far as they may be applicable, (c) make any bonus, pension, retirement or insurance payment or arrangement to use its best efforts to maintain the Assets in substantially their present order and conditionor with any such persons except those that may have already been accrued, subject only to normal wear and tear, (d) enter into any Contract, except Contracts in the ordinary course of business having a value of less than $25,000, (e) make any change affecting any bank, safe deposit or power of attorney arrangements of the Company, (f) issue or sell, or issue any securities of the Company or any Stock Acquisition Rights for, or subdivide or otherwise change in any respect, any securities of the Company, (g) merge, combine or consolidate with another entity, or acquire or purchase an equity interest in or a substantial portion of the assets of another entity, (h) modify or amend or waive any benefit of any non-competition agreement to which the Company or any of its subsidiaries is a party, (i) permit any insurance policy naming the Company or any of its subsidiaries as a beneficiary or loss payee to be cancelled or terminated unless replaced at termination with similar policies, (j) incur Indebtedness except under the Company's line of credit with Silicon Valley Bank (the "Bank Loan") in the ordinary course of business consistent with past practices in an aggregate amount not in excess of $300,000 including principal and interest, or (k) take any of the actions referred to in Section 2.29 hereof. The Company shall not take or fail to take any action, or omit to take any action, action which would cause the representations and warranties contained in Article II hereof of this Agreement to be or become untrue or incorrect. During the period from the date of this Agreement to the Closing Date, the Seller Company shall confer at Purchaser's request on a regular and frequent basis with one or more designated representatives of the Purchaser to report material operational matters and to report the general status of ongoing Padlock Product Line operations. The Seller Company shall notify the Purchaser of any unexpected emergency or other change in the normal course of its the Company's business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or adjudicatory proceedings submissions involving any property of the Padlock Product Line Company, and shall keep the Purchaser fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith. Notwithstanding Section 4.1(f) above, with the prior written consent of the Purchaser, the Company may grant options, from the date of this Agreement to the Closing Date, exercisable to purchase shares of Company Common Stock to employees employed by the Company, but which shall in any event be on comparable terms as existing Stock Options and consistent with past practices. Upon obtaining the Purchaser's written consent, such options shall be deemed to be Stock Options for purposes of Section 1.1(c)(iii) and shall be deemed listed in Schedule 2.3.