Common use of Conduct of Business - Negative Covenants Clause in Contracts

Conduct of Business - Negative Covenants. From the date hereof until the Closing Date, the AV Entities shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld, conduct the business of the AV Entities other than in the ordinary course of the AV Entities' business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Closing Date, none of the AV Entities shall, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice; (b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment; (c) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practice; (d) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practice; (e) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its officers or directors or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (f) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement; (g) change, amend or terminate a Material Contract except as contemplated by this Agreement; (h) agree or commit, whether in writing or otherwise, to do any of the foregoing; or (i) directly or indirectly declare, order, pay, make or set apart any sum for any payment of dividends or distributions on any of the Sierra Shares, the Antelope Valley Shares, the Pegasus Shares or the SMM Shares.

Conduct of Business - Negative Covenants. From the date hereof until through the Closing DateEffective Date and except as contemplated by this Agreement, the AV Entities Seller shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheldPurchaser, conduct the its business of the AV Entities other than in the ordinary course of the AV Entities' business as conducted through the date hereof or commit or suffer cause or authorize any material act or omission which deviates from the ordinary course of the AV Entities' business as conducted through the date hereofbusiness. Without limiting the generality of the foregoing, from the date of execution of this Agreement until hereof through the Closing Effective Date, none of the AV Entities shall, following shall occur without the prior written consent of the Heritage Parties, which consent Purchaser: 7.1.1 The Seller shall not be unreasonably withheld: (a) institute any new method methods of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreementagreement, except in the ordinary course of its business and consistent with past practice;. (b) 7.1.2 The Seller shall not change or amend its Articles of Incorporation Organization or By-Laws Operating Agreement or propose any such change or amendment. 7.1.3 The Seller shall not offer, issue or sell any securities of any kind whatsoever, whether debt or equity, acquire directly or indirectly, by redemption or otherwise, any such security, reclassify or split-up any such security, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any options, warrants, or other rights to acquire securities of the Seller or enter into any other contracts or commitments of any kind with respect to the issuance of any securities of the Seller. 7.1.4 The Seller shall not borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guaranty or otherwise, any obligation or liability (absolute or contingent), except in the ordinary court of business consistent with past practices or pursuant to existing credit arrangements copies of which have previously been furnished to the Purchaser. 7.1.5 The Seller shall not pay, discharge, waive, satisfy or compromise or adjust any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against the Unaudited Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Unaudited Balance Sheet. 7.1.6 The Seller shall not make any single capital expenditure or commitment in excess of $10,000 for additions to property, plant, equipment or intangible capital assets or make any capital expenditure or commitments so that the aggregate of capital expenditures and commitments do not exceed $25,000 since the Balance Sheet Date for additions to property, plant, equipment or intangible capital assets; 7.1.7 The Seller shall not prepay any obligation having a fixed maturity of more than sixty (c60) days from the date such obligation was incurred. 7.1.8 The Seller shall not permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance encumbrance, except in the ordinary course of business and consistent with past practice or pursuant to existing credit arrangements which have been disclosed to the Purchaser. 7.1.9 The Seller shall not write down the value of any inventory (including write-downs by reason of shrinkage or markdown) or write off as uncollectible any notes or accounts receivable, except for immaterial write-downs of inventory or accounts receivable in the ordinary course of business and consistent with past practice. 7.1.10 The Seller shall not cancel any debts or waive any claims or rights involving more than $1,000 or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of business and consistent with past practice;. (d) 7.1.11 The Seller shall not dispose of any rights to the use of any patent, trademark, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge except where such disposition or disclosure would not have a Material Adverse Effect. 7.1.12 The Seller shall not grant any general increase in the compensation of officers or general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer or employee, except increases granted in the ordinary course of business and reasonable increases to employees who are not officers consistent with past practice;practice and pursuant to existing agreements. (e) make any payment to or 7.1.13 The Seller shall not sell, transfer transfer, surrender, terminate, sublease or lease any properties or assets to, or enter into any agreement or arrangement with, any of its Members, officers or directors directors. 7.1.14 The Seller shall not modify any collective bargaining or other labor agreement to which they are a party or by which it may be bound, except for immaterial modifications in the ordinary course of business which are consistent with past practice or required by applicable law. 7.1.15 The Seller shall not terminate any other affiliate thereofPlan or withdraw from any Multiemployer Plan or fail to notify the Purchaser of any "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code. 7.1.16 The Seller shall not enter into or consent to any amendment of, or sublease with respect to the properties demised under the Leases except in the ordinary course of its business and consistent with past practice;. (f) enter into 7.1.17 The Seller shall not take any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated byaction, or referred omit the taking of any action, which would cause any of the representations or warranties made in Article 5 hereof to in, this Agreement;be or become untrue or incorrect in any material respect as of the Closing Date. (g) change, amend or terminate a Material Contract except as contemplated by this Agreement; (h) 7.1.18 The Seller shall not agree or commit, whether in writing or otherwise, to do any of the foregoing; or (i) directly or indirectly declare, order, pay, make or set apart any sum for any payment of dividends or distributions on any of the Sierra Shares, the Antelope Valley Shares, the Pegasus Shares or the SMM Shares.

Conduct of Business - Negative Covenants. From the date hereof until the Closing Date, the AV Entities ProMed Upland shall not, without the prior written consent of the Heritage PartiesGroup, which consent shall not be unreasonably withheld, conduct the business of the AV Entities ProMed Upland other than in the ordinary course of the AV Entities' ProMed Upland’s business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' ProMed Upland’s business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Closing Date, none of the AV Entities shallProMed Upland shall not, without the prior written consent of the Heritage PartiesGroup, which consent shall not be unreasonably withheld: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice; (b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment; (c) offer, issue, authorize or sell any shares of the capital stock or other securities (such term as used in this subsection shall include, without limitation, debt securities) of ProMed Upland of any kind whatsoever, or acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify or split-up any such capital stock, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any stock options, warrants, or other rights to acquire securities of ProMed Upland or enter into any other contracts or commitments of any kind with respect to the issuance of additional shares of capital stock or other securities of ProMed Upland; (d) (i) borrow or agree to borrow any funds, whether directly or by way of guaranty or otherwise, or (ii) except in the ordinary course of business and consistent with past practice, incur, or assume or become subject to any obligation or liability (absolute or contingent); (e) pay, discharge, waive, satisfy, compromise or adjust any claim, liability or obligation (absolute, accrued, contingent or otherwise) of an amount in excess of $10,000, other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice; (f) prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was incurred other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice; (g) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practice; (dh) cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of its business and consistent with past practice; (i) dispose of any rights to the use of any patent, trademark, service xxxx, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, except in the ordinary course of its business and consistent with past practice; (j) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practice; (ek) appoint or remove from office any officers of ProMed Upland other than as contemplated by this Agreement; (l) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its the officers or directors of ProMed Upland or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (fm) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement; (gn) change, or initiate a change of, any of the banking, safe deposit or power of attorney arrangements effective as of the date hereof, except for changes in the signatories on the accounts of ProMed Upland, provided such changes are contemplated by this Agreement and ProMed Upland shall have given Group prior written notice of any such change in signatories and Group approves same; (o) write down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or write off as uncollectible any notes or accounts receivable, except for immaterial write-downs of inventory or accounts receivable in the ordinary course of business and consistent with past practice; (p) merge, consolidate, reorganize or liquidate ProMed Upland; (q) file a voluntary petition on behalf of ProMed Upland under the U.S. Bankruptcy Code or any other bankruptcy or insolvency law or any other law for relief of debtors; (r) change, amend or terminate a Material Contract constituting an affiliate agreement under Section 2.14 except as contemplated by this Agreement;Agreement or with the written consent of Group; or (hs) agree or commit, whether in writing or otherwise, to do any of the foregoing; or . Notwithstanding the foregoing, ProMed Upland may at any time prior to the Closing Date, (i) directly pay the Stay Bonuses described in Section 5.2 and (ii) distribute cash to the ProMed Upland Shareholder provided such distribution shall not cause ProMed Upland to violate the covenant set forth in Section 4.4 or indirectly declareany other representation, orderwarranty, pay, make covenant or set apart any sum for any payment of dividends or distributions on any of the Sierra Shares, the Antelope Valley Shares, the Pegasus Shares or the SMM Sharesagreement provided herein.

Conduct of Business - Negative Covenants. From the date hereof until the Closing Date, the AV Entities Northwest shall notnot (except as otherwise required under this Agreement), without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheldProspect, conduct the business of the AV Entities Northwest other than in the ordinary course of the AV Entities' Northwest’s business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' Northwest’s business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until prior to the Closing Date, none of the AV Entities shallNorthwest shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheldProspect: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practicepractice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment; (c) offer, issue, authorize or sell any shares of the capital stock or other securities (such term as used in this subsection shall include, without limitation, debt securities) of Northwest of any kind whatsoever, or acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify or split-up any such capital stock, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any stock options, warrants, or other rights to acquire securities of Northwest or enter into any other contracts or commitments of any kind with respect to the issuance of additional shares of capital stock or other securities of Northwest; (d) (i) borrow or agree to borrow any funds, whether directly or by way of guaranty or otherwise, or (ii) except in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement), incur, or assume or become subject to any obligation or liability (absolute or contingent); (e) pay, discharge, waive, satisfy, compromise or adjust any claim, liability or obligation (absolute, accrued, contingent or otherwise) of an amount in excess of $500, other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (f) prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was incurred other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (g) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practicepractice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (dh) cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of its business and consistent with past practice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (i) dispose of any rights to the use of any patent, trademark, service xxxx, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, the disposition or disclosure of which would have a material adverse effect on the business of Northwest; (j) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practicepractice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement) and provided that in the case of any bonuses issued between the date of this Agreement and the Closing Date such bonuses (as described on Schedule 2.16 hereof ) shall not exceed $45,000 in the aggregate; (ek) appoint or remove from office any officers of Northwest other than as contemplated by this Agreement; (l) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its the officers or directors of Northwest or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (fm) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement or those resulting from Northwest’s obligations under the Northwest Management Agreement; (gn) change, or initiate a change of, any of the banking, safe deposit or power of attorney arrangements effective as of the date hereof, except for changes in the signatories on the accounts of Northwest, provided such changes are contemplated by this Agreement and Northwest shall have given Prospect prior written notice of any such change in signatories and Prospect approves same; (o) write down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or write off as uncollectible any notes or accounts receivable, except for immaterial write-downs of inventory or accounts receivable in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of Northwest’s obligations under the Northwest Management Agreement); (p) merge, consolidate, reorganize or liquidate Northwest; (q) file a voluntary petition on behalf of Northwest under the U.S. Bankruptcy Code or any other bankruptcy or insolvency law or any other law for relief of debtors; (r) change, amend or terminate a Material any Northwest Provider Contract, Northwest Shared Risk Contract except as contemplated by this Agreementor Northwest Full Risk Contract; (hs) make any distribution of property or cash to its shareholders; (t) agree or commit, whether in writing or otherwise, to do any of the foregoing; or (i) directly or indirectly declare, order, pay, make or set apart any sum for any payment of dividends or distributions on any of the Sierra Shares, the Antelope Valley Shares, the Pegasus Shares or the SMM Shares.

Conduct of Business - Negative Covenants. From the date hereof until the Closing Date, the AV Entities ProCare shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheldProspect, conduct the business of the AV Entities ProCare other than in the ordinary course of the AV Entities' ProCare’s business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' ProCare’s business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until prior to the Closing Date, none of the AV Entities shallProCare shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheldProspect: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practicepractice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment; (c) offer, issue, authorize or sell any shares of the capital stock or other securities (such term as used in this subsection shall include, without limitation, debt securities) of ProCare of any kind whatsoever, or acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify or split-up any such capital stock, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any stock options, warrants, or other rights to acquire securities of ProCare or enter into any other contracts or commitments of any kind with respect to the issuance of additional shares of capital stock or other securities of ProCare; (d) (i) borrow or agree to borrow any funds, whether directly or by way of guaranty or otherwise, or (ii) except in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement), incur, or assume or become subject to any obligation or liability (absolute or contingent); (e) pay, discharge, waive, satisfy, compromise or adjust any claim, liability or obligation (absolute, accrued, contingent or otherwise) of an amount in excess of $500, other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (f) prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was incurred other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (g) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practicepractice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (dh) cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of its business and consistent with past practice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (i) dispose of any rights to the use of any patent, trademark, service xxxx, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, the disposition or disclosure of which would have a material adverse effect on the business of ProCare; (j) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practicepractice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (ek) appoint or remove from office any officers of ProCare; (l) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its the officers or directors of ProCare or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (fm) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement or those resulting from ProCare’s obligations under the ProCare Management Agreement; (gn) change, or initiate a change of, any of the banking, safe deposit or power of attorney arrangements effective as of the date hereof, except for changes in the signatories on the accounts of ProCare, provided such changes are contemplated by this Agreement and ProCare shall have given Prospect prior written notice of any such change in signatories and Prospect approves same; (o) write down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or write off as uncollectible any notes or accounts receivable, except for immaterial write-downs of inventory or accounts receivable in the ordinary course of business and consistent with past practice (including those activities or transactions occurring as a result of ProCare’s obligations under the ProCare Management Agreement); (p) merge, consolidate, reorganize or liquidate ProCare; (q) file a voluntary petition on behalf of ProCare under the U.S. Bankruptcy Code or any other bankruptcy or insolvency law or any other law for relief of debtors; (r) change, amend or terminate a Material Contract except as contemplated by this Agreementany primary care physician contract; (hs) agree or commit, whether in writing or otherwise, to do any of the foregoing; or . Notwithstanding the foregoing, ProCare may immediately prior to the Closing Date, distribute to its shareholders (ithe “Pre-Merger Shareholder Distribution”) directly or indirectly declareall cash of ProCare in excess of liabilities (liabilities include but are not limited to, orderIBNR claims payable, payaccounts payable, make or set apart any sum for any payment of dividends or distributions on any of taxes payable, etc.) to the Sierra Shares, extent such cash exceeds the Antelope Valley Shares, the Pegasus Shares or the SMM SharesEscrow Amount (as defined in Section 4.3).

Conduct of Business - Negative Covenants. From the date hereof of this Agreement until the earlier of the Closing DateDate or the termination of this Agreement, Lanxide covenants and agrees that it will not do or agree or commit to do, and shall not permit any of its Subsidiaries to do or to commit to do, any of the AV Entities shall not, following without the prior written consent of the Heritage PartiesCommodore, which consent shall not be unreasonably delayed or withheld: (a) except as set forth on the Lanxide Disclosure Schedule, or as expressly contemplated by this Agreement, amend its certificate of incorporation or bylaws; or (b) except as expressly permitted in this Agreement or required by the specific terms of Lanxide Capital Stock, Existing Lanxide Warrants, Lanxide Stock Options or Lanxide Deferred Compensation Plans, repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock; or (c) except as expressly contemplated by this Agreement or as disclosed in the Lanxide Disclosure Schedule, acquire, or agree to acquire, any business or any corporation, partnership, limited liability company, association, firm, or organization or division thereof, or otherwise acquire or agree to acquire any assets other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, or (ii) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or (d) except as disclosed in the business Lanxide Disclosure Schedule, sell or otherwise dispose of, or agree to sell, lease or otherwise dispose of: (i) any shares of capital stock of any Lanxide Subsidiary (unless any such shares of stock are sold or otherwise transferred to Lanxide or any of its wholly-owned Subsidiaries); (ii) any Lanxide Subsidiary; (iii) any substantial part of the AV Entities assets of Lanxide or any Lanxide Subsidiary, other than licenses of technology in the ordinary course of Lanxide's business; or (iv) any asset other than in the ordinary course of business for reasonable and adequate consideration; provided, however, such covenant in this subparagraph (d) shall not be applicable to the AV Entities' business as conducted through the date hereof sale of shares or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' business as conducted through the date hereof. Without limiting the generality of the foregoing, from assets sold after the date of execution this Agreement in transactions not otherwise prohibited by this Agreement resulting in proceeds not in excess of $10,000; or (e) except as disclosed in the Lanxide Disclosure Schedule or as contemplated hereby, incur, directly or indirectly, any additional debt obligation or other obligation for borrowed money, other than (i) the replacement of existing short-term debt with other short-term debt in the same or lesser aggregate principal amount, or (ii) indebtedness of any Lanxide Company to another Lanxide Company not in excess of an aggregate of $25,000; or (f) grant any increase in compensation or benefits to its employees or to its officers, except in accordance with past practice or as required by law; pay any bonus except in accordance with past practice or the provisions of any applicable program or plan adopted by the Board of Directors of Lanxide prior to the date of this Agreement until the Closing Date, none of the AV Entities shall, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, Agreement; enter into any agreement severance agreements with its officers or the officers of any Lanxide Subsidiary except as previously disclosed; grant any material increase in fees or other increases in compensation or other benefits to any of its directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law) that would materially increase the retirement benefit liabilities of Lanxide and its Subsidiaries on a consolidated basis; or (g) except as disclosed on the Lanxide Disclosure Schedule, amend any existing employment contract between Lanxide or any Subsidiary thereof and any person having a salary thereunder in excess of $100,000 per year (unless such amendment is required by law) to increase the compensation or benefits payable thereunder or enter into any new employment contract with any person having a salary thereunder in excess of $100,000; or (h) adopt any new employee benefit plan of Lanxide or any Lanxide Subsidiary or make any commitment material change in or amend to any existing material agreement employee benefit plan of Lanxide or any Lanxide Subsidiary, other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice; (b) change or amend its Articles of Incorporation or By-Laws or propose any such change that is required by law or amendment;that, in the opinion of counsel, is necessary or advisable to maintain the tax-qualified status of any such plan; or (ci) permit (i) declare, set aside or allow pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its property capital stock, or assets otherwise make any payments to its stockholders in their capacity as such (real, personal or mixed, tangible or intangible) other than dividends required to be subjected paid on the outstanding shares of Lanxide Preferred Stock); (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or those of any Subsidiary or any other securities thereof or purchase, redeem or otherwise acquire or extend the expiration of or otherwise amend, any rights, warrants or options to acquire any mortgagesuch shares or other securities; or (j) except to the extent set forth in Section 2.2 hereof, issue, deliver, sell, pledge, lien dispose of or otherwise encumber any shares of its capital stock, any other encumbrance except voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities, equity equivalent or convertible securities, other than (i) the issuance of shares of Lanxide Common Stock upon the exercise of currently outstanding Lanxide Stock Options, Existing Lanxide Warrants, or Lanxide Deferred Compensation Plans, and (ii) the issuance of stock options to employees of Lanxide or Commodore or any of its Subsidiaries in the ordinary course of business and consistent with past practice; (d) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practice; (e) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its officers or directors or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (f) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement; (g) change, amend or terminate a Material Contract except as contemplated by this Agreement; (h) agree or commit, whether in writing or otherwise, to do any of the foregoing; or (i) directly or indirectly declare, order, pay, make or set apart any sum for any payment of dividends or distributions on any of the Sierra Shares, the Antelope Valley Shares, the Pegasus Shares or the SMM Shares.

Conduct of Business - Negative Covenants. From the date hereof until the Closing DateEffective Time, the AV Entities each of ProMed Company and ProMed Subsidiary shall not, without the prior written consent of the Heritage PartiesHoldings and Holdings Subsidiary, which consent shall not be unreasonably withheld, conduct the business of the AV Entities ProMed Company and/or ProMed Subsidiary other than in the ordinary course of the AV Entities' business ProMed Company and ProMed Subsidiary’s respective businesses as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' ProMed Company and ProMed Subsidiary’s business as conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Closing DateEffective Time, none of the AV Entities neither ProMed Company nor ProMed Subsidiary shall, without the prior written consent of the Heritage PartiesHoldings and Holdings Subsidiary, which consent shall not be unreasonably withheld: (a) institute any new method of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment or amend any existing material agreement other than as contemplated by this Agreement, except in the ordinary course of its business and consistent with past practice; (b) change or amend its Articles of Incorporation or By-Laws or propose any such change or amendment; (c) offer, issue, authorize or sell any shares of the capital stock or other securities (such term as used in this subsection shall include, without limitation, debt securities) of ProMed Company and/or ProMed Subsidiary of any kind whatsoever, or acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify or split-up any such capital stock, declare or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, or grant or enter into any stock options, warrants, or other rights to acquire securities of ProMed Company and/or ProMed Subsidiary or enter into any other contracts or commitments of any kind with respect to the issuance of additional shares of capital stock or other securities of ProMed Company and/or ProMed Subsidiary; (d) (i) borrow or agree to borrow any funds, whether directly or by way of guaranty or otherwise, or (ii) except in the ordinary course of business and consistent with past practice, incur, or assume or become subject to any obligation or liability (absolute or contingent); (e) pay, discharge, waive, satisfy, compromise or adjust any claim, liability or obligation (absolute, accrued, contingent or otherwise) of an amount in excess of $10,000, other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice; (f) prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was incurred other than as contemplated by this Agreement or occurring in the ordinary course of business and consistent with past practice; (g) permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien or other encumbrance except in the ordinary course of business and consistent with past practice; (dh) cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets, except in the ordinary course of its business and consistent with past practice; (i) dispose of any rights to the use of any patent, trademark, service xxxx, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, except in the ordinary course of its business and consistent with past practice; (j) grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (including salary and bonus) payable or to become payable to any officer except in the ordinary course of business and consistent with past practice; (ek) appoint or remove from office any officers of ProMed Company and/or ProMed Subsidiary other than as contemplated by this Agreement; (l) make any payment to or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its the officers or directors of ProMed Company and/or ProMed Subsidiary or any other affiliate thereof, except in the ordinary course of its business and consistent with past practice; (fm) enter into any contract, commitment or transaction not in the usual and ordinary course of its business, other than transactions contemplated by, or referred to in, this Agreement; (gn) change, or initiate a change of, any of the banking, safe deposit or power of attorney arrangements effective as of the date hereof, except for changes in the signatories on the accounts of ProMed Company and/or ProMed Subsidiary, provided such changes are contemplated by this Agreement and ProMed Company and/or ProMed Subsidiary shall have given Holdings and Holdings Subsidiary prior written notice of any such change in signatories and Holdings approves same; (o) write down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or write off as uncollectible any notes or accounts receivable, except for immaterial write-downs of inventory or accounts receivable in the ordinary course of business and consistent with past practice; (p) merge, consolidate, reorganize or liquidate ProMed Company and/or ProMed Subsidiary; (q) file a voluntary petition on behalf of ProMed Company and/or ProMed Subsidiary under the U.S. Bankruptcy Code or any other bankruptcy or insolvency law or any other law for relief of debtors; (r) change, amend or terminate a Material Contract constituting an affiliate agreement under Section 2.14 except as contemplated by this Agreement;Agreement or with the written consent of Holdings and Holdings Subsidiary; or (hs) agree or commit, whether in writing or otherwise, to do any of the foregoing; or . Notwithstanding the foregoing, ProMed Company and/or ProMed Subsidiary may at any time prior to the Closing Date, (i) directly pay the Stay Bonuses described in Section 5.3 and (ii) distribute cash to any or indirectly declare, order, pay, make or set apart any sum for any payment of dividends or distributions on any all of the Sierra SharesProMed Company Shareholders provided such distribution shall not cause ProMed Company or ProMed Subsidiary to violate the covenant set forth in Section 4.4 or any other representation, the Antelope Valley Shareswarranty, the Pegasus Shares covenant or the SMM Sharesagreement provided herein.