Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. The Sellers shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as conducted by the Sellers immediately prior to the Agreement Date and use commercially reasonable efforts to preserve intact their respective present business organizations, keep available the services of their respective present officers and employees and preserve their respective relationships with customers, suppliers and others having material business dealings with them to the end that their respective goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the foregoing, except as consented to by the Buyer in writing or as specifically permitted by this Agreement: (a) Each Seller shall not (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (ii) make any representation or promise, oral or written, to any officer, employee or consultant of the Sellers concerning any compensation, bonus arrangement or Employee Benefit Plan, (iii) make any increase in the salary, wages or other compensation of any officer, employee or consultant of the Sellers exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) whose annual salary is or, after giving effect to such change, would be $75,000 or more, (iv) hire or otherwise retain the services of any employee or independent contractor exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) with annual compensation (whether fixed or contingent, and whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate, (v) create or permit to exist any Lien on any of the Purchased Assets, (vi) make any new commitments for capital expenditures in excess of $25,000, (vii) issue any equity securities, and (viii) acquire or incur any obligation in connection with the acquisition of any material asset; and (b) Each Seller shall (i) use commercially reasonable efforts to cause all of the Purchased Assets to be maintained in good repair, order and condition (without making any material alterations thereto), ordinary wear and tear excepted, (ii) maintain and keep in full force all existing forms of insurance, (iii) cause its books and records to be maintained in the regular and ordinary manner on a basis consistent with past practices, (iv) perform and comply in all material respects with its obligations under all Contracts, (v) comply in all material respects with all Legal Requirements and (vi) use commercially reasonable efforts to maintain all existing relationships with the employees, agents, subscribers, customers and vendors of, and others having business dealings with, the Sellers.

Conduct of Business in Ordinary Course. The Sellers Without the prior -------------------------------------- written consent of Buyer, from the date hereof through the Closing Date, Seller shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as conducted by the Sellers immediately prior to the Agreement Date and use commercially all reasonable efforts to preserve intact their respective present business organizations, keep available cause the services of their respective present officers and employees and Company Entities to: (a) preserve their respective relationships with suppliers, customers, suppliers distributors, Employees, creditors and others having Governmental Authorities, (b) maintain the same amounts and kinds, in the aggregate, of existing insurance coverage, (c) perform their obligations in all material respects, (d) comply with all applicable Laws, and (e) conduct their business dealings in the ordinary course and consistent with them to the end that their respective goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the foregoing, past practice (except as consented to by the Buyer otherwise provided in writing Schedule 4.3. 1). Unless otherwise required or as specifically -------------- permitted by this Agreement: (a) Each Agreement or identified on Schedule 4.3.1, without the prior -------------- written consent of Buyer, Seller shall not permit any Company Entity to: (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, its Charter Documents; (ii) make issue, sell or otherwise transfer any representation or promise, oral or written, to capital stock of any officer, employee or consultant of the Sellers concerning any compensation, bonus arrangement or Employee Benefit Plan, Company Entity; (iii) make incur or guarantee any increase debt, except accounts payable incurred by the Company Entities in the salary, wages or other compensation ordinary course of any officer, employee or consultant of the Sellers exclusively involved business in the operation of the Business (rather than the Sellers’ provision of Legal Services) whose annual salary is or, after giving effect to such change, would be $75,000 or more, accordance with past practice; (iv) hire sell, assign or otherwise retain permit the services creation of any employee or independent contractor exclusively involved Lien (except Permitted Liens) on, any of its assets, except in the operation ordinary course of the Business (rather than the Sellers’ provision of Legal Services) with annual compensation (whether fixed or contingent, and whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate, business; (v) create or permit except for normal merit, cost-of-living and promotional increases to exist any Lien on any Employees in accordance with past practices of the Purchased AssetsCompany Entities, increase the rate of compensation for any Employee; (vi) make any new commitments for change in accounting methods or principles or cost allocation procedures that materially affects the consolidated financial statements of the Company and their respective consolidated subsidiaries, except as (X) may be prescribed by changes promulgated by the American Institute of Certified Public Accountants, or (Y) permitted or contemplated under any other provision of this Agreement; (vii) amend or terminate any Company Benefit Plans or implement any additional employee benefit plans, except with respect to changes required by ERISA, the Code or applicable Other Laws or except as otherwise required or permitted pursuant to Article 11 hereof; (viii) compromise or settle any material claim; (ix) make a capital expenditures expenditure in excess of $25,000, (vii) issue 100,000 for any equity securities, and (viii) acquire or incur any obligation single item except in connection with the acquisition modification of the ventilation system for the SEG(R) Metal Melt facility or except pursuant to any capital appropriation that was approved prior to the date hereof and that is listed on Schedule 4.3.1; -------------- (x) sell or lease any material portion of the assets of any material asset; andof the Company Entities; (bxi) Each Seller enter into any Government Contract or any customer Contract involving in excess of $2,500,000; (xii) enter into any Government Contract or Customer Contract, involving $2,500,000 or less, except in the ordinary course of business consistent with its past practice, and the Company shall provide Buyer with a copy of each such Contract involving in excess of $100,000; (ixiii) use commercially reasonable efforts to cause enter into any teaming agreement or joint venture agreement; (xiv) submit a Proposal involving in excess of $2,500,000; (xv) submit a Proposal involving $2,500,000 or less, except in the ordinary course of business consistent with its past practice, and the Company shall provide Buyer with a copy of each such Proposal involving in excess of $100,000; (xvi) merge a Company Entity with or into any other Entity or acquire the capital stock of another Entity or acquire all or substantially all of the Purchased Assets assets of another Entity; (xvii) agree to be maintained take any of the actions described in good repair, order and condition (without making any material alterations theretoSections 4.3.1.(i) through 4.3.1.(xvi), ordinary wear and tear excepted, (ii) maintain and keep in full force all existing forms of insurance, (iii) cause its books and records to be maintained in the regular and ordinary manner on a basis consistent with past practices, (iv) perform and comply in all material respects with its obligations under all Contracts, (v) comply in all material respects with all Legal Requirements and (vi) use commercially reasonable efforts to maintain all existing relationships with the employees, agents, subscribers, customers and vendors of, and others having business dealings with, the Sellers.

Conduct of Business in Ordinary Course. The Sellers shall carry on Except for actions taken in connection with the Business in process of selling the usual, regular Company (including preparing for and ordinary course in substantially implementing the same manner as conducted by the Sellers immediately prior to the Agreement Date and use commercially reasonable efforts to preserve intact their respective present business organizations, keep available the services of their respective present officers and employees and preserve their respective relationships with customers, suppliers and others having material business dealings with them to the end that their respective goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the foregoing, except as consented to by the Buyer in writing or as specifically permitted transactions contemplated by this Agreement) and except as set forth on Schedule 4.18, since December 25, 2011: (a) Each Seller shall not (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (ii) make any representation or promise, oral or written, to any officer, employee or consultant of the Sellers concerning any compensation, bonus arrangement or Employee Benefit Plan, (iii) make any increase Company and the Subsidiaries have conducted their respective businesses and operations in the salary, wages or other compensation ordinary course of business consistent with past practice; (b) there has not been any officer, employee or consultant of Material Adverse Effect on the Sellers exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) whose annual salary is or, after giving effect to such change, would be $75,000 or more, (iv) hire or otherwise retain the services of any employee or independent contractor exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) with annual compensation (whether fixed or contingent, and whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate, (v) create or permit to exist any Lien on any of the Purchased Assets, (vi) make any new commitments for capital expenditures in excess of $25,000, (vii) issue any equity securities, and (viii) acquire or incur any obligation in connection with the acquisition of any material assetCompany; and (bc) Each Seller shall neither the Company nor the Subsidiaries have: (i) use commercially reasonable efforts to cause incurred any Company Debt except for Company Debt incurred in the ordinary course of business consistent with past practice under the Company Credit Documents, all of which Company Debt subject to the Purchased Assets to Company Credit Documents will be maintained paid in good repair, order and condition (without making any material alterations thereto), ordinary wear and tear excepted, full on the Closing Date; (ii) maintain and keep except in full force all existing forms the ordinary course of insurancebusiness consistent with past practice, (1) acquired, or disposed of, or licensed or leased, any material property or assets, (2) mortgaged or encumbered any property or assets other than Permitted Liens, or (3) expressly canceled any debts owed to or claims held by the Company or the Subsidiaries; (iii) cause its books and records to be maintained entered into any Contracts that would constitute a Material Contract, except Contracts made in the regular ordinary course of business consistent with past practice, or terminated any Material Contract; (iv) except for salary, expense reimbursements or other similar payments made in the ordinary course of business and ordinary manner on a basis in amounts consistent with past practices, (iv) perform and comply in all material respects with its obligations under all Contractsentered into any Contracts or transactions with, or made or committed to make any payments to any officer or director of the Company or any Subsidiary, any Seller, any Affiliate of the Company or any Subsidiary or any Riverside Related Party except to the extent required by Law or any Contracts existing as of December 25, 2011; (v) comply except to the extent required by Law or any existing Contracts, entered into, adopted, amended or terminated any Contract relating to the compensation or severance of any employee of the Company or the Subsidiaries other than pursuant to annual compensation reviews in all material respects the ordinary course of business consistent with all Legal Requirements and past practice; (vi) use commercially reasonable efforts made any material change to maintain all existing relationships with its accounting (including Tax accounting) methods, principles or practices, except as may be required by GAAP; (vii) made any amendment to its certificate of incorporation, articles of organization or comparable document or bylaws or other organizational documents; (viii) declared or paid any dividends or distributions or repurchased any shares of capital stock or other equity interests; (ix) issued or sold any capital stock, other equity interests or securities convertible into capital stock or other equity interests or options, warrants, calls, subscriptions or other rights to purchase any capital stock, other equity interests or securities convertible into capital stock or other equity interests of the employeesCompany or the Subsidiaries or split, agentscombined or subdivided the capital stock or other equity interests of the Company or the Subsidiaries other than the issuance of shares of Common Stock upon the exercise of Warrants; (x) suffered any material loss or damage, subscriberswhether or not covered by insurance, customers or experienced any material change in the amount and vendors ofscope of insurance coverage; (xi) failed to conduct its cash management customs and practices (including the collection of receivables, payment of payables, maintenance of working capital, and others having maintenance of inventory control and pricing and credit practices) in the usual and ordinary course of business dealings withconsistent with past custom and practice; (xii) made or granted any increase in, amended or terminated any existing Employee Plan or adopted any new Employee Plan; (xiii) made, changed or revoked any material Tax election, settled or compromised any Tax claim or liability or entered into a settlement or compromise, or changed (or made a request to change) any material aspect of its method of accounting for Tax purposes (except as may be required by GAAP) or prepared or filed any Tax return (or amendment thereof) unless such Tax return or election of shall have been prepared in a manner consistent with past practice; (xiv) settled any Action; (xv) paid any material liability outside the Sellersordinary course of business other than the Selling Expenses; or (xvi) agreed in writing or otherwise legally committed to take any of the actions described in sub-clauses (i) through (xv) above.

Conduct of Business in Ordinary Course. The Sellers shall carry Pending the Effective -------------------------------------- Time, except as otherwise consented to in writing by Keystone or as contemplated by this Agreement or the Warrant Agreement, (a) NAB will and will cause each NAB Subsidiary to (i) conduct its business only in the ordinary course thereof as conducted on the Business date hereof and (ii) use its best efforts to preserve its business organization and assets intact and to preserve its good will with its customers and others having business relations with it and (b) NAB will not and, except in the usualcase of clause (ii) below, regular and ordinary course will not permit any NAB Subsidiary to: (i) amend its Articles of Incorporation or By-Laws; (ii) declare, pay or set aside any dividend or other distribution in substantially respect of its capital stock, except for cash dividends on the same manner as conducted NAB Common Stock in an amount per share in any calendar quarter not in excess of the per share cash dividends on Keystone Common Stock for such quarter multiplied by the Sellers immediately Exchange Ratio (as defined in the Merger Agreement). The parties agree to consult with respect to the amount of the last NAB dividend payable prior to the Agreement Date Effective Time with the objective of assuring that the shareholders of NAB do not receive a shortfall or a premium based on the record and use commercially reasonable efforts to preserve intact their respective present business organizations, keep available the services payment dates of their respective present officers and employees and preserve their respective relationships with customers, suppliers and others having material business dealings with them last dividend prior to the end that Merger and the record and payment dates of the first dividend of Keystone following the Merger; (iii) Except for the issuance and sale of NAB Common Stock upon exercise of the Outstanding NAB Options, issue, sell, purchase, redeem or otherwise dispose of or acquire, or grant any options, warrants or other rights to purchase or acquire, or combine, split or reclassify, any shares of its capital stock or any securities convertible into its capital stock; (iv) enter into any contract of employment or consulting agreement not terminable at will without penalty; (v) adopt or modify to increase the compensation or benefits under any Employee Benefit Plan or otherwise increase the compensation payable to its employees, except for modifications or increases required by law or existing contract or involving merit increases in accordance with past practices, normal cost-of-living increases, regular bonuses and normal increases related to promotions or increased job responsibilities, it being understood that, regardless of the Effective Date, NAB or First National may pay incentive bonuses aggregating up to $96,610 under their respective goodwill 1995 Incentive Pay program; (vi) merge or consolidate with or into any other corporation or bank, subject to the proviso in the first sentence of Section 6.08; acquire control over, or any equity interest in, any other firm, bank, corporation or organization (except in connection with foreclosures in bona fide loan transactions or investments in marketable equity securities ---------- in the ordinary course of business and ongoing businesses shall not be impaired exceeding 5% of the outstanding shares of any class); liquidate; or purchase or acquire or, subject to the proviso in the first sentence of Section 6.08, sell or otherwise dispose of any material assets otherwise than in the ordinary course of business; (vii) make any expenditure for a capital asset in excess of $25,000 per asset or $100,000 in the aggregate except as required by law or existing contract or enter into as lessee any lease of personal property providing for annual payments in excess of $25,000 or any lease of real property; (viii) change or modify in any material respect at any of its lending or investment policies; (ix) take any action which if taken as of the Closing Date. Without limiting the foregoingdate hereof would constitute a material breach of any representation or warranty contained herein; or (x) enter into any agreement, except as consented commitment or understanding with any person relating to by the Buyer in writing or as specifically permitted any action prohibited by this Agreement: (a) Each Seller shall not (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (ii) make any representation or promise, oral or written, subject the proviso to any officer, employee or consultant the first sentence of the Sellers concerning any compensation, bonus arrangement or Employee Benefit Plan, (iii) make any increase in the salary, wages or other compensation of any officer, employee or consultant of the Sellers exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) whose annual salary is or, after giving effect to such change, would be $75,000 or more, (iv) hire or otherwise retain the services of any employee or independent contractor exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) with annual compensation (whether fixed or contingent, and whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate, (v) create or permit to exist any Lien on any of the Purchased Assets, (vi) make any new commitments for capital expenditures in excess of $25,000, (vii) issue any equity securities, and (viii) acquire or incur any obligation in connection with the acquisition of any material asset; and (b) Each Seller shall (i) use commercially reasonable efforts to cause all of the Purchased Assets to be maintained in good repair, order and condition (without making any material alterations thereto), ordinary wear and tear excepted, (ii) maintain and keep in full force all existing forms of insurance, (iii) cause its books and records to be maintained in the regular and ordinary manner on a basis consistent with past practices, (iv) perform and comply in all material respects with its obligations under all Contracts, (v) comply in all material respects with all Legal Requirements and (vi) use commercially reasonable efforts to maintain all existing relationships with the employees, agents, subscribers, customers and vendors of, and others having business dealings with, the SellersSection 6.08.