Common use of Conduct of Business of Buyer Clause in Contracts

Conduct of Business of Buyer. (a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 6.3, Buyer shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Buyer and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Subsidiaries to not: (i) amend, waive or otherwise change, in any material respect, the provisions of its Governing Documents; (ii) other than securities issued as a result of the exercise of outstanding options or warrants in accordance with the terms thereof, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awards; (iii) split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms of the Contract pursuant to which such equity securities, options or warrants were granted or issued); (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) sell, lease, license, transfer, exchange, subject to a Lien or otherwise dispose of any material assets outside of the ordinary course of business, other than pursuant to operation of Law; (vi) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material assets outside the ordinary course of business; (vii) close or materially reduce its activities, or effect any layoff at any of its facilities; (viii) establish any Subsidiary outside of the ordinary course of business or enter into any new line of business; (ix) incur, create, assume, prepay or otherwise become liable for any Indebtedness, make a loan to or investment in any third party (other than ordinary course trade payables and advancement of expenses to employees in the ordinary course of business); provided, that the foregoing will not prevent a NAC Company from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the NAC Companies; (x) increase the wages, salaries or compensation of its employees or increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Buyer Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Buyer Benefit Plans or in the ordinary course of business consistent with past practice; (xi) terminate, waive or assign any material right under any Material Contract or enter into any new Material Contract outside of the ordinary course of business; (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) make any material change in any of its methods of accounting or make any reclassification of material assets or liabilities, except as may be required by Law or GAAP; (xiv) make, amend, change or revoke any material Tax election, change any annual Tax accounting period, change any method of Tax accounting in any material respect, consent to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, enter into any closing agreement with respect to any Tax, settle or compromise any Tax claim or any assessment or surrender any right to claim a Tax refund; (xv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xvi) settle or compromise any Action, other than an Action in an aggregate amount not in excess of $25,000; provided, that the settlement documents related to any such settlement do not involve any material non-monetary obligations on the part of a NAC Company or its Affiliate; (xvii) make capital expenditures in excess of $25,000 individually for any project (or set of related projects) or $50,000 in the aggregate; (xviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Buyer Related Person (other than compensation or benefits transactions or the advancement of expenses, in each case, in the ordinary course of business consistent with past practice); (xix) amend in any respect the Buyer Warrants, or, except as contemplated by this Agreement, the [___________] Convertible Debt or the [___________] Convertible Debt; (xx) take any action that will affect the quotation of Buyer Common Stock on the OTCQB; or (xxi) authorize or agree to do any of the foregoing actions.

Conduct of Business of Buyer. (a) Unless From the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during date hereof until the Interim PeriodClosing, except as otherwise expressly contemplated by this Agreement Agreement, as required by Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of NASDAQ, or as set forth on Schedule 6.3in Section 4.1(b) of the Buyer Disclosure Letter or otherwise requested or consented to in writing by the Company, which consent shall not be unreasonably conditioned, withheld or delayed, Buyer shall, shall and shall cause its Subsidiaries to, to (ia) conduct their respective businessesbusinesses in the ordinary course in substantially the same manner as currently conducted and (b) use commercially reasonable efforts to (i) preserve substantially intact their respective business organizations and (ii) preserve their material assets and material properties, in all material respectsand Buyer shall not and shall not permit any of its Subsidiaries to: (i) amend or otherwise change its certificate of incorporation or by-laws or take or authorize any action to wind up its affairs or dissolve; (ii) issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to, issuing, selling, transferring, granting, delivering or authorizing, propose agree to or commit to the issuance or sale of, or redeem, repurchase or otherwise acquire any securities of Buyer or any of its Subsidiaries or securities convertible into, or exchangeable or exercisable for, any such securities (other than the issuance of shares of Buyer capital stock as Stock Consideration pursuant to this Agreement and grants of equity awards in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable practice to employees or other service providers of Buyer and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Subsidiaries to not: (i) amend, waive or otherwise change, in any material respect, the provisions of its Governing Documents; (ii) other than securities issued as a result of the exercise of outstanding options or warrants in accordance with the terms thereof, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities Subsidiaries) or make any optionschanges (by combination, warrants, commitments, subscriptions reorganization or rights otherwise) in the capital structure of any kind to acquire Buyer or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awardsSubsidiaries; (iii) splitmake any material change to its accounting policies or practices, combine, recapitalize except as required by GAAP or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms of the Contract pursuant to which such equity securities, options or warrants were granted or issued)applicable Law; (iv) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) sell(A) declare, leaseset aside or pay any dividend or other distribution (whether in cash, license, transfer, exchange, subject to a Lien or otherwise dispose of any material assets outside of the ordinary course of business, other than pursuant to operation of Law; (vi) acquire, including by merger, consolidation, acquisition of stock or assetsproperty) in respect of, or make any other form of business combinationactual, any corporationconstructive or deemed distribution with respect to, partnershipits capital stock, limited liability company, other business organization or any division thereof, or any material assets outside the ordinary course of business; (vii) close or materially reduce its activities, or effect any layoff at any of its facilities; (viii) establish any Subsidiary outside of the ordinary course of business or enter into any new line of business; (ix) incur, create, assume, prepay or otherwise become liable for any Indebtedness, make a loan to or investment in any third party (other than ordinary course trade payables and advancement of expenses to employees in the ordinary course of business); provided, that the foregoing will not prevent a NAC Company from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the NAC Companies; except (x) increase the wages, salaries dividends paid by a direct or compensation indirect wholly-owned Subsidiary of its employees Buyer to Buyer or increase any of Buyer’s other benefits of employees generally, or enter into, establish, materially amend or terminate any Buyer Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Buyer Benefit Plans or direct wholly-owned Subsidiaries and (y) Buyer’s routine quarterly dividend declared and paid in the ordinary course of business consistent with past practice, or (B) 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; (xivi) materially adversely modify any Buyer FCC Licenses or surrender, allow to terminate, waive or assign fail to renew any material right Buyer FCC License, or fail to remain qualified under any Material Contract or enter into any new Material Contract outside of the ordinary course of businessCommunications Laws to perform its obligations hereunder, hold the Buyer FCC Licenses, and own and operate the Buyer Stations; (xiivii) fail to maintain its booksacquire (by merger, accounts and records consolidation or acquisition of stock, securities or assets or otherwise) any interest in all material respects any Person, any business or any assets with a value in excess of $10,000,000, excluding acquisitions of assets in the ordinary course of business consistent with past practice; (xiii) make any material change in any of its methods of accounting or make any reclassification of material assets or liabilities, except as may be required by Law or GAAP; (xiv) make, amend, change or revoke any material Tax election, change any annual Tax accounting period, change any method of Tax accounting in any material respect, consent to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, enter into any closing agreement with respect to any Tax, settle or compromise any Tax claim or any assessment or surrender any right to claim a Tax refund; (xv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xvi) settle or compromise any Action, other than an Action in an aggregate amount not in excess of $25,000; provided, that the settlement documents related to any such settlement do not involve any material non-monetary obligations on the part of a NAC Company or its Affiliate; (xvii) make capital expenditures in excess of $25,000 individually for any project (or set of related projects) or $50,000 in the aggregate; (xviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Buyer Related Person (other than compensation or benefits transactions or the advancement of expenses, in each case, in the ordinary course of business consistent with past practice); (xix) amend in any respect the Buyer Warrants, or, except as contemplated by this Agreement, the [___________] Convertible Debt or the [___________] Convertible Debt; (xx) take any action that will affect the quotation of Buyer Common Stock on the OTCQBexpenditures; or (xxiviii) authorize agree or agree commit to do any of the foregoing actionsforegoing.

Conduct of Business of Buyer. (a) Unless the Company shall otherwise consent Except as may be required by Law, may be consented to in writing by Lux Seller (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), during the Interim Period, except as expressly contemplated and may be expressed by this Agreement, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement or as set forth on Schedule 6.3in accordance with its terms, Buyer shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, its business in all material respects, respects in the ordinary course of business consistent with past practice, practice and (ii) comply with all Laws applicable use commercially reasonable efforts to Buyer (A) preserve substantially intact its business organization and preserve the present commercial relationships of its Subsidiaries with significant customers, suppliers and their respective businesses, assets and employees, other third parties with whom Buyer has significant business relations and (iiiB) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available retain the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) its key employees. Without limiting the generality of Section 6.3(a) and the foregoing, except as contemplated may be required by the terms of law, may be consented to in writing by Lux Seller (which consent shall not be unreasonably withheld or delayed), and may be expressed by this Agreement or as (including any action set forth on Schedule 6.3, during the Interim Period, without the prior written consent in Section 6.2 of the Company (such consent not to be unreasonably withheld, conditioned or delayedBuyer Disclosure Schedules), Buyer shall not, and shall cause each of its Subsidiaries not to notdo any of the following: (i) amenddeclare, waive set aside or otherwise changepay any extraordinary dividend or distribution in respect of Buyer Common Stock, in any material respect, the provisions of its Governing Documents; (ii) other than securities issued as a result of split, combine or reclassify the exercise of outstanding options Buyer Common Stock or warrants in accordance with the terms thereof, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awards; (iii) split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms outstanding shares of the Contract pursuant to which such equity securities, options or warrants were granted or issued); (iv) adopt a plan capital stock of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) sell, lease, license, transfer, exchange, subject to a Lien or otherwise dispose of any material assets outside of the ordinary course of business, other than pursuant to operation of Law; (vi) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material assets outside the ordinary course of business; (vii) close or materially reduce its activities, or effect any layoff at any of its facilities; (viii) establish any Subsidiary outside of the ordinary course of business or enter into any new line of business; (ix) incur, create, assume, prepay or otherwise become liable for any Indebtedness, make a loan to or investment in any third party (other than ordinary course trade payables and advancement of expenses to employees in the ordinary course of business); provided, that the foregoing will not prevent a NAC Company from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the NAC Companies; (x) increase the wages, salaries or compensation of its employees or increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Buyer Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Buyer Benefit Plans or in the ordinary course of business consistent with past practice; (xi) terminate, waive or assign any material right under any Material Contract or enter into any new Material Contract outside of the ordinary course of business; (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) make any material change in any of its methods of accounting or make any reclassification of material assets or liabilities, except as may be required by Law or GAAP; (xiv) make, amend, change or revoke any material Tax election, change any annual Tax accounting period, change any method of Tax accounting in any material respect, consent to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, enter into any closing agreement with respect to any Tax, settle or compromise any Tax claim or any assessment or surrender any right to claim a Tax refund; (xv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xvi) settle or compromise any Action, other than an Action in an aggregate amount not in excess of $25,000; provided, that the settlement documents related to any such settlement do not involve any material non-monetary obligations on the part of a NAC Company or its Affiliate; (xvii) make capital expenditures in excess of $25,000 individually for any project (or set of related projects) or $50,000 in the aggregate; (xviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Buyer Related Person (other than compensation or benefits transactions or the advancement of expensesunless, in each case, in Buyer shall also equitably adjust the ordinary course of business consistent Stock Component to provide Seller with past practice)the same economic effect as though the Stock Component had been issued to Seller on the date immediately preceding such action; (xixb) amend in adopt any respect amendment to the Governing Documents of Buyer Warrants, or, except as contemplated by this Agreement, the [___________] Convertible Debt or the [___________] Convertible Debt; (xx) take any action that will would reasonably be expected to adversely affect the quotation rights of Buyer Common Stock on the OTCQB“Investors” under the Stockholders Agreement after the Closing; or (xxic) authorize any, or commit or agree to do any take any, of the foregoing actions.

Conduct of Business of Buyer. (a) Unless the Company shall otherwise consent in writing Except (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or i) as set forth on Schedule 6.35.11, (ii) as otherwise provided for by this Agreement, (iii) as required by Law or any Contract applicable to Buyer or any of its Subsidiaries, or (iv) as consented to in writing by the Seller (which consent will not be unreasonably withheld, delayed or conditioned), (A) Buyer shall, and shall cause its Subsidiaries to, (ix) conduct their respective businesses, the business of Buyer and its Subsidiaries in compliance in all material respectsrespects with all applicable Laws, (y) conduct the business of Buyer and its Subsidiaries in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Buyer and its Subsidiaries and their respective businesses, assets and employeesbusiness, and (iiiz) take all use commercially reasonable measures necessary or appropriate efforts to preserve intact, in all material respects, intact their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultantsorganization, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (bB) Without without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)foregoing, Buyer shall not, and shall cause its Subsidiaries to not: (i) amend, waive modify or otherwise change, in any material respect, the provisions of amend its Governing Documents; (ii) sell, transfer (other than securities issued a Subsidiary), or otherwise subject to any Lien (other than Permitted Liens) any material portion of the assets or property (tangible or intangible) of Buyer and its Subsidiaries taken as a result of the exercise of outstanding options or warrants in accordance with the terms thereofwhole, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awards; (iii) split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms of the Contract pursuant to which such equity securities, options or warrants were granted or issued); (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) sell, lease, license, transfer, exchange, subject to a Lien or otherwise dispose of any material assets outside of the ordinary course of business, other than pursuant to operation of Law; (vi) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material assets outside the ordinary course of business; (viiiii) close adopt a plan or materially reduce its activitiesagreement of complete or partial liquidation or dissolution; or (iv) authorize, agree, resolve or effect consent to any layoff at of the foregoing. (b) Nothing in this Section 5.11 is intended to result in Buyer or any of its facilities; (viii) establish any Subsidiary outside Subsidiaries ceding control to the Seller of the Buyer’s and its Subsidiaries’ basic ordinary course of business or enter into any new line of business; (ix) incur, create, assume, prepay or otherwise become liable for any Indebtedness, make a loan to or investment in any third party (other than ordinary course trade payables and advancement of expenses to employees in the ordinary course of business); provided, that the foregoing will not prevent a NAC Company from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable commercial decisions prior to the NAC Companies; (x) increase the wages, salaries or compensation of its employees or increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Buyer Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Buyer Benefit Plans or in the ordinary course of business consistent with past practice; (xi) terminate, waive or assign any material right under any Material Contract or enter into any new Material Contract outside of the ordinary course of business; (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) make any material change in any of its methods of accounting or make any reclassification of material assets or liabilities, except as may be required by Law or GAAP; (xiv) make, amend, change or revoke any material Tax election, change any annual Tax accounting period, change any method of Tax accounting in any material respect, consent to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, enter into any closing agreement with respect to any Tax, settle or compromise any Tax claim or any assessment or surrender any right to claim a Tax refund; (xv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xvi) settle or compromise any Action, other than an Action in an aggregate amount not in excess of $25,000; provided, that the settlement documents related to any such settlement do not involve any material non-monetary obligations on the part of a NAC Company or its Affiliate; (xvii) make capital expenditures in excess of $25,000 individually for any project (or set of related projects) or $50,000 in the aggregate; (xviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Buyer Related Person (other than compensation or benefits transactions or the advancement of expenses, in each case, in the ordinary course of business consistent with past practice); (xix) amend in any respect the Buyer Warrants, or, except as contemplated by this Agreement, the [___________] Convertible Debt or the [___________] Convertible Debt; (xx) take any action that will affect the quotation of Buyer Common Stock on the OTCQB; or (xxi) authorize or agree to do any of the foregoing actionsClosing Date.

Conduct of Business of Buyer. (a) Unless the Company shall otherwise consent Except as may be required by Law, may be consented to in writing by Lux Seller (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), during the Interim Period, except as expressly contemplated and may be expressed by this Agreement, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement or as set forth on Schedule 6.3in accordance with its terms, Buyer shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, its business in all material respects, respects in the ordinary course of business consistent with past practice, practice and (ii) comply with all Laws applicable use commercially reasonable efforts to Buyer (A) preserve substantially intact its business organization and preserve the present commercial relationships of its Subsidiaries with significant customers, suppliers and their respective businesses, assets and employees, other third parties with whom Buyer has significant business relations and (iiiB) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available retain the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) its key employees. Without limiting the generality of Section 6.3(a) and the foregoing, except as contemplated may be required by the terms of law, may be consented to in writing by Lux Seller (which consent shall not be unreasonably withheld or delayed), and may be expressed by this Agreement or as (including any action set forth on Schedule 6.3, during the Interim Period, without the prior written consent in Section 6.2 of the Company (such consent not to be unreasonably withheld, conditioned or delayedBuyer Disclosure Schedules), Buyer shall not, and shall cause each of its Subsidiaries not to notdo any of the following: (a) (i) amenddeclare, waive set aside or otherwise changepay any extraordinary dividend or distribution in respect of Buyer Common Stock, in any material respect, the provisions of its Governing Documents; (ii) other than securities issued as a result of split, combine or reclassify the exercise of outstanding options Buyer Common Stock or warrants in accordance with the terms thereof, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awards; (iii) split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms outstanding shares of the Contract pursuant to which such equity securities, options or warrants were granted or issued); (iv) adopt a plan capital stock of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (v) sell, lease, license, transfer, exchange, subject to a Lien or otherwise dispose of any material assets outside of the ordinary course of business, other than pursuant to operation of Law; (vi) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material assets outside the ordinary course of business; (vii) close or materially reduce its activities, or effect any layoff at any of its facilities; (viii) establish any Subsidiary outside of the ordinary course of business or enter into any new line of business; (ix) incur, create, assume, prepay or otherwise become liable for any Indebtedness, make a loan to or investment in any third party (other than ordinary course trade payables and advancement of expenses to employees in the ordinary course of business); provided, that the foregoing will not prevent a NAC Company from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the NAC Companies; (x) increase the wages, salaries or compensation of its employees or increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Buyer Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Buyer Benefit Plans or in the ordinary course of business consistent with past practice; (xi) terminate, waive or assign any material right under any Material Contract or enter into any new Material Contract outside of the ordinary course of business; (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) make any material change in any of its methods of accounting or make any reclassification of material assets or liabilities, except as may be required by Law or GAAP; (xiv) make, amend, change or revoke any material Tax election, change any annual Tax accounting period, change any method of Tax accounting in any material respect, consent to any waiver or extension of any statute of limitations with respect to Taxes or Tax Returns, enter into any closing agreement with respect to any Tax, settle or compromise any Tax claim or any assessment or surrender any right to claim a Tax refund; (xv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xvi) settle or compromise any Action, other than an Action in an aggregate amount not in excess of $25,000; provided, that the settlement documents related to any such settlement do not involve any material non-monetary obligations on the part of a NAC Company or its Affiliate; (xvii) make capital expenditures in excess of $25,000 individually for any project (or set of related projects) or $50,000 in the aggregate; (xviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Buyer Related Person (other than compensation or benefits transactions or the advancement of expensesunless, in each case, in Buyer shall also equitably adjust the ordinary course of business consistent Stock Component to provide Seller with past practice)the same economic effect as though the Stock Component had been issued to Seller on the date immediately preceding such action; (xixb) amend in adopt any respect amendment to the Governing Documents of Buyer Warrants, or, except as contemplated by this Agreement, the [___________] Convertible Debt or the [___________] Convertible Debt; (xx) take any action that will would reasonably be expected to adversely affect the quotation rights of Buyer Common Stock on the OTCQB“Investors” under the Stockholders Agreement after the Closing; or (xxic) authorize any, or commit or agree to do any take any, of the foregoing actions.