Common use of CONDUCT OF BUSINESS OF ACQUIROR Clause in Contracts

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company; (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's past practice; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company; (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's past practice; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Moody's Investors Service; (e) sell, lease or dispose xx xxxxose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during During the period from the date hereof to ------------------------------- of this Agreement and continuing until the Closing Date, Acquiror will not, without the prior written consent earlier of the Company;termination of this Agreement pursuant to its terms or the Effective Time, and except as contemplated or permitted by the terms of this Agreement and except as provided in Section 4.2 of the Acquiror Disclosure Schedule: (a) amend Acquiror and each of its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof);Subsidiaries shall not: (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) declareDeclare, set aside or pay any dividend dividends on or make any other distribution distributions (whether in cash, stock stock, equity securities or property or any combination thereofproperty) in respect of its any capital stock (other than distributions from a Subsidiary to Acquiror or a Subsidiary of Acquiror) 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; or (ii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock or any securities convertible into shares of capital stock, except for dividends declared and paid consistent with Acquiror's past practice; (d) (i) or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into a transaction other agreements or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating commitments of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease character obligating it to issue any such shares or dispose of any assets material to Acquiror and its Subsidiaries taken as a wholeconvertible securities, other than the issuance, delivery and/or sale of shares of Acquiror Common Stock pursuant to any Acquiror Contract or the exercise for cash of Acquiror options or stock purchase rights outstanding under the Acquiror Equity Plans as of the date of this Agreement; and (ib) sales of inventory in the ordinary course of business Acquiror shall use its commercially reasonable efforts consistent with past practices and policies to: (i) Preserve intact its present business organization; and (ii) in connection Preserve its relationships with or in exchange for acquisitions of assets related to the customers, suppliers, distributors, licensors, licensees, and others with which it has business of Acquiror;dealings; and (fiii) make Promptly notify Target of any material change in the event that it reasonably believes could have a Material Adverse Effect on Acquiror. (c) Acquiror and each of its Subsidiaries shall not acquire and/or enter into agreements to acquire, other corporate entities, lines of business in which it participates or is engaged; or and comparable concerns, for aggregate consideration exceeding ten percent (g10%) takeof Acquiror's market capitalization as of the effective time of such acquisition, or agree in writing whether by stock purchase, asset purchase, merger or otherwise to takeand whether for consideration consisting of cash, any stock or a combination of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained same; and nothing in this Agreement untrue shall preclude Acquiror or incorrect, any of its Subsidiaries from entering into such acquisitions or agreements to acquire so long as the aggregate consideration paid in any material respect, such does not exceed ten percent (10%) of Acquiror's market capitalization as of the date when made or as effective time of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.such acquisition. SECTION FIVE

CONDUCT OF BUSINESS OF ACQUIROR. Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement, during Acquiror shall not do, cause or permit any of the period from following, or allow, cause or permit any of its subsidiaries (other than Target) to do, cause or permit any of the date hereof to the Closing Date, Acquiror will notfollowing, without the prior written consent of the Company; (a) amend its certificate of incorporation (other than Target, which will not be unreasonably withheld, unless such conduct is required or contemplated by this Agreement or is done with respect to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) Acquiror's Class B Warrants: declare, set aside aside, or pay any dividend dividends on or make any other distribution (whether in cash, stock or property or any combination thereof) distributions in respect of its capital stock, or split, combine or reclassify any of its capital stock; amend its articles of incorporation, for a reason other than authorizing additional shares of capital stock of Acquiror; repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for dividends declared and paid consistent with Acquiror's past practice; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred the repurchase of shares in connection with Section 2.01(bany termination of service to it or its subsidiaries (other than Target); issue any capital stock for less than current market value other than in connection with the conversion of Acquiror's 6% secured convertible debentures due 2002, create, incur or assume any Indebtedness not currently outstanding (including obligations in respect and the exercise of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities certain warrants issued as part of the Company by both Standard & Poors Corporation related financing transaction, in with connection a financing transaction or transactions resulting in aggregate proceeds of up to $5,000,000 or in connection with the issuance and Moodx'x Xxxestors Service; (e) sellconversion of certain convertible debt instruments issued to certain suppliers of Acquiror from time to time; revalue any of its assets, lease including without limitation writing down the value of inventory or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, writing off notes or accounts receivable other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with an aggregate amount not to exceed $1,000,000; or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, take or agree in writing or otherwise to take, any of the foregoing actions described above, or any other actions that action which would (i) make any representation of its representations or warranty of Acquiror warranties contained in this Agreement untrue or incorrect, in any material respect, as of the date when made incorrect or as of the Closing Date, (ii) result in any of the conditions prevent it from performing or cause it not to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactionsperform its covenants hereunder.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company; ; (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); ; (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; ; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's past practice; ; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Xxxxx'x Investors Service; ; (e) sell, lease or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; ; (f) make any material change in the lines of business in which it participates or is engaged; or or (g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreementset forth in Section 6.2 of the Acquiror Disclosure Letter, during the period from the date hereof to the Closing DateEffective Time, Acquiror will not, without the prior written consent of the Company;shall not (and shall cause its Subsidiaries not to): (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon Media Stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of Media Stock at less than fair market value as determined by the exercise Board of Directors of Acquiror (other than pursuant to the terms of existing options outstanding on or benefit plans), or split, combine, redeem, convert or reclassify the date hereof, Media Stock or issue any securities in exchange or in substitution for shares of Media Stock; (ii) grant options to purchase shares amend its Certificate of its capital stock Incorporation or Bylaws (and issue any shares other than the filing of capital stock upon exercise a Certificate of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion Designations for the issuance of any shares series of capital stock, and (ivPreferred Stock of Acquiror) issue shares in any manner adverse to the holders of capital stock at or above fair market valueMedia Stock; (ciii) declare, set aside or pay make any dividend dividends or other distribution (whether distributions in cash, stock securities or property or any combination thereof) in respect to holders of its capital stock, except for dividends declared and paid consistent with Acquiror's past practiceMedia Stock; (div) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result conduct its business in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease manner or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise cause to takebe taken, any of the foregoing actions other action (including, without limitation, effecting or agreeing to effect or announcing an intention or proposal to effect, any other actions acquisition, business combination, merger, consolidation, restructuring or similar transaction) that would (i) make any representation or warranty of might reasonably be expected to prevent Acquiror contained or the Company from consummating the transactions contemplated hereby in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, accordance with the terms of this Agreement (regardless of whether such action would otherwise be permitted or not prohibited hereunder), including, without limitation, any action which may limit the ability of Acquiror or the TransactionsCompany to consummate the transactions contemplated hereby as a result of antitrust or other regulatory concerns; (v) take any action that would, or that is reasonably likely to, result in any of the representations and warranties of Acquiror set forth in Article V being untrue in any material respect as of the date made or any of the conditions to the Merger set forth herein not being satisfied; (vi) purchase, sell (other than through primary issuances) or trade (or announce any intention or proposal to purchase, sell or trade) any shares of Media Stock, or take any other action a principal purpose of which is to affect the calculation of the Determination Price, other then pursuant to benefit plans in the ordinary course of business; (vii) sell all or substantially all of the properties and assets of the Media Group (within the meaning of Section 2.4.1(B) of Article V of the Restated Certificate of Incorporation of Acquiror); or (viii) acquire, or agree to acquire, any shares of Company Capital Stock so long as, after giving effect to the purchase of the Put Shares pursuant to Section 9.4, Acquiror would beneficially own less than 10% of the Company Capital Stock.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during During the period from the date hereof to of this Agreement and continuing until the Closing Date, Acquiror will not, without the prior written consent earlier of the Company;termination of this Agreement pursuant to its terms or the Effective Time, and except as contemplated or permitted by the terms of this Agreement and except as provided in Section 4.2 of the Acquiror Disclosure Schedule: (a) amend Acquiror and each of its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof);Subsidiaries shall not: (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) declareDeclare, set aside or pay any dividend dividends on or make any other distribution distributions (whether in cash, stock stock, equity securities or property or any combination thereofproperty) in respect of its any capital stock (other than distributions from a Subsidiary to Acquiror or a Subsidiary of Acquiror) 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; or (ii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock or any securities convertible into shares of capital stock, except for dividends declared and paid consistent with Acquiror's past practice; (d) (i) or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into a transaction other agreements or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating commitments of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease character obligating it to issue any such shares or dispose of any assets material to Acquiror and its Subsidiaries taken as a wholeconvertible securities, other than the issuance, delivery and/or sale of shares of Acquiror Common Stock pursuant to any Acquiror Contract or the exercise for cash of Acquiror options or stock purchase rights outstanding under the Acquiror Equity Plans as of the date of this Agreement; and (ib) sales of inventory in the ordinary course of business Acquiror shall use its commercially reasonable efforts consistent with past practices and policies to: (i) Preserve intact its present business organization; and (ii) in connection Preserve its relationships with or in exchange for acquisitions of assets related to the customers, suppliers, distributors, licensors, licensees, and others with which it has business of Acquiror;dealings; and (fiii) make Promptly notify Target of any material change in the event that it reasonably believes could have a Material Adverse Effect on Acquiror. (c) Acquiror and each of its Subsidiaries shall not acquire and/or enter into agreements to acquire, other corporate entities, lines of business in which it participates or is engaged; or and comparable concerns, for aggregate consideration exceeding ten percent (g10%) takeof Acquiror's market capitalization as of the effective time of such acquisition, or agree in writing whether by stock purchase, asset purchase, merger or otherwise to takeand whether for consideration consisting of cash, any stock or a combination of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained same; and nothing in this Agreement untrue shall preclude Acquiror or incorrect, any of its Subsidiaries from entering into such acquisitions or agreements to acquire so long as the aggregate consideration paid in any material respect, such does not exceed ten percent (10%) of Acquiror's market capitalization as of the date when made or as effective time of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.such acquisition. SECTION FIVE

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreementset forth in Section 6.2 of --------------------------------- the Acquiror Disclosure Letter, during the period from the date hereof to the Closing DateEffective Time, Acquiror will notshall not (and shall cause its Subsidiaries not to): (1) issue shares of Media Stock or any option, without warrant or right relating thereto or any securities convertible into or exchangeable for any shares of Media Stock at less than fair market value as determined by the prior written consent Board of Directors of Acquiror (other than pursuant to the Companyterms of existing options or benefit plans), or split, combine, redeem, convert or reclassify the Media Stock or issue any securities in exchange or in substitution for shares of Media Stock; (a2) amend its certificate Certificate of incorporation Incorporation or Bylaws (other than to provide the filing of a Certificate of Designations for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof)of Preferred Stock of Acquiror) in any manner adverse to the holders of Media Stock; (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c3) declare, set aside or pay make any dividend dividends or other distribution (whether distributions in cash, stock securities or property or any combination thereof) in respect to holders of its capital stock, except for dividends declared and paid consistent with Acquiror's past practiceMedia Stock; (d4) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result conduct its business in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease manner or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise cause to takebe taken, any of the foregoing actions other action (including, without limitation, effecting or agreeing to effect or announcing an intention or proposal to effect, any other actions acquisition, business combination, merger, consolidation, restructuring or similar transaction) that would (i) make any representation or warranty of might reasonably be expected to prevent Acquiror contained or the Company from consummating the transactions contemplated hereby in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, accordance with the terms of this Agreement (regardless of whether such action would otherwise be permitted or not prohibited hereunder), including, without limitation, any action which may limit the ability of Acquiror or the TransactionsCompany to consummate the transactions contemplated hereby as a result of antitrust or other regulatory concerns; (5) take any action that would, or that is reasonably likely to, result in any of the representations and warranties of Acquiror set forth in Article V being untrue in any material respect as of the date made or any of the conditions to the Merger set forth herein not being satisfied; (6) purchase, sell (other than through primary issuances) or trade (or announce any intention or proposal to purchase, sell or trade) any shares of Media Stock, or take any other action a principal purpose of which is to affect the calculation of the Determination Price, other then pursuant to benefit plans in the ordinary course of business; (7) sell all or substantially all of the properties and assets of the Media Group (within the meaning of Section 2.4.1(B) of Article V of the Restated Certificate of Incorporation of Acquiror); or (8) acquire, or agree to acquire, any shares of Company Capital Stock so long as, after giving effect to the purchase of the Put Shares pursuant to Section 9.4, Acquiror would beneficially own less than 10% of the Company Capital Stock.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company; ; (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); ; (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; ; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's past practice; ; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; ; (e) sell, lease or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; ; (f) make any material change in the lines of business in which it participates or is engaged; or or (g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company;: (a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof); (b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's ’s past practice; (d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Xxxxx’x Investors Service; (e) sell, lease or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

CONDUCT OF BUSINESS OF ACQUIROR. Except From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Acquiror shall, and shall cause its Subsidiaries to, as applicable, (x) keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts to maintain the listing of the Acquiror Common Shares and the Acquiror Warrants on Nasdaq and (y) except as expressly contemplated by this AgreementAgreement or any Ancillary Document, during the period from the date hereof to the Closing Dateas required by applicable Law, Acquiror will not, without the prior written consent as set forth on ‎Section 5.14 of the Company;Acquiror Schedules, pursuant to any PIPE Financing and/or Alternative PIPE Financing, or as consented to in writing by the Company (such consent, other than in the case of (a), (b), (c), (d), or (g), not to be unreasonably withheld, conditioned or delayed), not do any of the following: (a) amend its certificate adopt any amendments, supplements, restatements or modifications to the Trust Agreement or the Governing Documents of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof)Acquiror; (b) issuedeclare, sellset aside, deliver make or agree pay a dividend on, or commit make any other distribution or payment in respect of, any Equity Securities of Acquiror, or repurchase, redeem, or otherwise acquire, or offer to issuerepurchase, sell redeem or deliver (whether through otherwise acquire, any outstanding Equity Securities of Acquiror, other than, for the issuance or granting avoidance of optionsdoubt, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that for the Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market valueShareholder Redemption; (c) declareincur, set aside create or pay assume any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except Indebtedness for dividends declared and paid consistent with Acquiror's past practiceborrowed money; (d) make any loans or advances to, or capital contributions in, any other Person, other than to, or in, Acquiror or any of its Subsidiaries; (e) issue any Equity Securities of Acquiror or any of its Subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to Equity Securities of the forgoing of any of Acquiror or any of its wholly-owned Subsidiaries; (f) enter into, renew, modify or revise any Acquiror Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be an Acquiror Related Party Transaction); (g) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; (h) amend or modify the Trust Agreement; or (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service; (e) sell, lease or dispose of any assets material Contract to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror; (f) make any material change in the lines of business in which it participates or is engaged; or (g) take, or agree in writing or otherwise cause to takebe taken, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained set forth in this Agreement untrue or incorrect, in any material respect, as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied in any material respect or (iii) be inconsistent, in any material respect, with the terms of this Agreement or the Transactions‎Section 5.14.