Common use of Conduct of Business of the Company Prior to the Effective Time Clause in Contracts

Conduct of Business of the Company Prior to the Effective Time. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company agrees, except as set forth in Section 4 of the Company Disclosure Letter or to the extent that Parent shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay timely its debts and Taxes, subject to good faith disputes over such debts or taxes, and on the same payment terms such debts and taxes have historically been paid, to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, and to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company, to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent of any material event or occurrence not in the ordinary course of business of the Company. Except as expressly provided for by this Agreement or as set forth on the Company Disclosure Letter, the Company shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed): (a) Except as required by the Company Plans, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under the Company Plans or authorize cash payments in exchange for any options granted under any of such plans, except as contemplated by Section 1.9 of this Agreement; (b) Enter into any partnership agreements, joint development agreements or strategic alliance agreements; (c) Increase the pay or other compensation or grant any severance or termination pay (i) to any executive officer or director or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Company's policies and past practices or pursuant to written agreements in effect, or policies existing, on the date hereof and as disclosed in Section 2.16 of the Company Disclosure Letter; (d) Except as set forth in Section 4(d) of the Company Disclosure Letter, transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Company Intellectual Property or Curricula; (e) Commence any litigation other than (i) for the routine collection of bills, or (ii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that the Company consults with the Parent prior to the filing of such a suit (except that the Company shall not require the approval of, and shall not be required to consult with, Parent with respect to any claim, suit or proceeding by the Company against Parent or any of its affiliates); (f) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or 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 capital stock of the Company; (g) Redeem, repurchase or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock; (h) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than the issuance of shares of Company Capital Stock pursuant to the exercise of Company stock options outstanding as of the date of this Agreement; (i) Cause, permit or propose any amendments to the Company's Articles or Company Bylaws, or amend any Material Contract; (j) Except as permitted under Section 5.16 of this Agreement, sell, lease, license, encumber or otherwise dispose of any of the Company's properties or assets which are material, individually or in the aggregate, to the business of the Company, except in the ordinary course of business consistent with past practice, or liquidate, in whole or in part; (k) Incur any indebtedness for borrowed money in excess of $250,000 (in the aggregate) (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of the Company or guarantee any debt securities of others; (l) Adopt or amend any Company Plan or increase the salaries or wage rates of any of its employees (except for wage increases in the ordinary course of business and consistent with past practices), including but not limited to (but without limiting the generality of the foregoing), the adoption or amendment of any stock purchase or option plan, the entering into of any employment contract not in the ordinary course of business which would be a Material Contract pursuant to Section 2.16 (b) of this Agreement or the payment of any special bonus or special remuneration to any director or employee, other than bonuses reflected on the Company Balance Sheet; (m) Revalue any of the Company's assets, including without limitation writing down the value of inventory, writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice or waiving any right of material value; (n) Commence any operations in connection with the Company's properties in New Orleans, Louisiana; (o) Pay, discharge or satisfy in an amount in excess of $50,000 (in any one case) or $150,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), including, without limitation, under any employment contract or with respect to any bonus or special remuneration, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities of the type reflected or reserved against in the Company June 30th Financials (or the notes thereto); (p) Make or change any material election in respect of Taxes, adopt or change in any material respect any accounting method in respect of Taxes, file any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Except as permitted under Section 5.16 of this Agreement, enter into any Material Contract other than in the usual, regular and ordinary course of business consistent with past practices and policies; (r) Amend or terminate any of the Company's insurance policies; (s) Except as set forth in Section 4(s) of the Company Disclosure Letter, make any changes with respect to the tuition, fees, program duration or Curricula of any of the programs offered by the School, including, without limitation, implementing any foreign exchange student programs; (t) Take any action with respect to the establishment or development of additional locations offering the School's College of Food programs, except with respect to the Garden Grove campus; (u) Take any action with respect to the Computer Rollout; (v) Hire, fire (other than for cause) or change the responsibilities or work location of any employee or prospective employee whose annual compensation is greater than $75,000 and whose employment cannot be terminated by the Company on thirty days notice without liability; or (w) Enter into an agreement, agree to pay or cause to be paid any fees for expenses of, discharge any debts to the Company owing from or release or discharge any claims of the Company against any of the individuals listed in Section 4(w) of the Company Disclosure Letter or such individuals' affiliates, in connection with this Agreement or the transactions contemplated hereby. (x) Take, or agree in writing or otherwise to take, any of the actions described in clauses (a) through (w) above, or any other action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.3, not to be satisfied.

Conduct of Business of the Company Prior to the Effective Time. 6.1 Conduct of Business of the Company. During the period from commencing on the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, except as otherwise expressly contemplated by this Agreement or agreed to in writing by the Parent, the Company agrees, except as set forth in Section 4 and each of the Company Disclosure Letter or to Shareholders agree that the extent that Parent shall otherwise consent in writing, to Company,: (a) will carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay timely its debts and Taxes, subject to good faith disputes over such debts or taxes, and on the same payment terms such debts and taxes have historically been paid, to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, and to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company, to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent of any material event or occurrence not only in the ordinary course of business of the Company. Except as expressly provided for by this Agreement or as set forth on the Company Disclosure Letter, the Company shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed): (a) Except as required by the Company Plans, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under the Company Plans or authorize cash payments in exchange for any options granted under any of such plans, except as contemplated by Section 1.9 of this Agreementand consistent with past practice; (b) Enter into will not declare or pay any partnership agreements, joint development agreements dividend on or strategic alliance agreementsmake any other distribution (however characterized) in respect of shares of its capital stock; (c) Increase the pay will not, directly or other compensation indirectly, redeem or grant any severance or termination pay (i) to any executive officer or director or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Company's policies and past practices or pursuant to written agreements in effectrepurchase, or policies existingagree to redeem or repurchase, on the date hereof and as disclosed in Section 2.16 any shares of the Company Disclosure Letterits capital stock; (d) Except as set forth in Section 4(d) will not amend its Certificate of the Company Disclosure Letter, transfer Incorporation or license to any person or entity or otherwise extend, amend or modify any rights to the Company Intellectual Property or CurriculaBy-Laws; (e) Commence any litigation other than (i) for the routine collection of billswill not issue, or agree to issue, any shares of its capital stock (ii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that the Company consults with the Parent prior except pursuant to the filing exercise of such a suit (except that the Company shall not require the approval ofcurrently outstanding warrants or options), and shall not be required to consult with, Parent with respect to any claim, suit or proceeding by the Company against Parent or any of its affiliates); (f) Declare options, warrants or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any rights to acquire shares of its capital stock, or split, combine any securities convertible into or reclassify any exchangeable for shares 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 capital stock of the Companystock; (gf) Redeemwill not combine, repurchase split or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock; (g) will not form a Subsidiary; (h) Issuewill use its commercially reasonable best efforts to preserve intact its present business organization, deliver or sell or authorize or propose keep available the issuance, delivery or sale of, any shares services of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating officers and key employees and preserve its relationships with clients and others having business dealings with it to issue any such shares or other convertible securities, other than the issuance of shares of Company Capital Stock pursuant to end that its goodwill and ongoing business shall not be materially impaired at the exercise of Company stock options outstanding as of the date of this AgreementEffective Time; (i) Causewill not (i) make any capital expenditures individually in excess of $5,000 or in the aggregate in excess of $10,000, permit (ii) enter into any license, distribution, OEM, reseller, joint venture or propose other similar agreement, (iii) enter into or terminate any amendments to the Company's Articles or Company Bylawslease of, or amend purchase or sell, any Material Contractreal property, (iv) enter into any leases of personal property involving individually in excess of $5,000 annually or in the aggregate in excess of $10,000 annually, (v) incur or guarantee any additional indebtedness for borrowed money, (vi) create or permit to become effective any security interest, mortgage, lien, charge or other encumbrance on its properties or assets, or (vii) enter into any agreement to do any of the foregoing; (j) Except will not adopt or amend any Benefit Plan for the benefit of Employees, or increase the salary or other compensation (including, without limitation, bonuses or severance compensation) payable or to become payable to its Employees (except pursuant to existing contractual obligations which have been disclosed to the Parent) or accelerate, amend or change the period of exercisability or the vesting schedule of options granted under any stock option plan or agreements except as permitted under Section 5.16 specifically required by the terms of this Agreementsuch plans or agreements, sell, lease, license, encumber or otherwise dispose of enter into any agreement to do any of the foregoing; (k) will promptly advise the Parent of the commencement of, or threat of (to the extent that such threat comes to the knowledge of the Company or any of the Shareholders) any claim, action, suit, proceeding or investigation against, relating to or involving the Company or any of its directors, officers, employees, agents or consultants in connection with the Company's properties business or assets which are materialthe transactions contemplated hereby that could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (l) will use its commercially reasonable best efforts to maintain in full force and effect all insurance policies maintained by the business of Company on the Companydate hereof; and (m) will not enter into any agreement to dissolve, merge, consolidate or, except in the ordinary course course, sell any material assets of business consistent with past practicethe Company or acquire or agree to acquire by merging or consolidating with, or liquidateby purchasing a substantial equity interest in or substantial portion of the assets of, in whole or in part; (k) Incur by any indebtedness for borrowed money other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to acquire any assets in excess of $250,000 (10,000 in the aggregate) (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of the Company or guarantee any debt securities of others; (l) Adopt or amend any Company Plan or increase the salaries or wage rates of any of its employees (except for wage increases in the ordinary course of business and consistent with past practices), including but not limited to (but without limiting the generality of the foregoing), the adoption or amendment of any stock purchase or option plan, the entering into of any employment contract not in the ordinary course of business which would be a Material Contract pursuant to Section 2.16 (b) of this Agreement or the payment of any special bonus or special remuneration to any director or employee, other than bonuses reflected on the Company Balance Sheet; (m) Revalue any of the Company's assets, including without limitation writing down the value of inventory, writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice or waiving any right of material value; (n) Commence any operations in connection with the Company's properties in New Orleans, Louisiana; (o) Pay, discharge or satisfy in an amount in excess of $50,000 (in any one case) or $150,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), including, without limitation, under any employment contract or with respect to any bonus or special remuneration, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities of the type reflected or reserved against in the Company June 30th Financials (or the notes thereto); (p) Make or change any material election in respect of Taxes, adopt or change in any material respect any accounting method in respect of Taxes, file any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Except as permitted under Section 5.16 of this Agreement, enter into any Material Contract other than in the usual, regular and ordinary course of business consistent with past practices and policies; (r) Amend or terminate any of the Company's insurance policies; (s) Except as set forth in Section 4(s) of the Company Disclosure Letter, make any changes with respect to the tuition, fees, program duration or Curricula of any of the programs offered by the School, including, without limitation, implementing any foreign exchange student programs; (t) Take any action with respect to the establishment or development of additional locations offering the School's College of Food programs, except with respect to the Garden Grove campus; (u) Take any action with respect to the Computer Rollout; (v) Hire, fire (other than for cause) or change the responsibilities or work location of any employee or prospective employee whose annual compensation is greater than $75,000 and whose employment cannot be terminated by the Company on thirty days notice without liability; or (w) Enter into an agreement, agree to pay or cause to be paid any fees for expenses of, discharge any debts to the Company owing from or release or discharge any claims of the Company against any of the individuals listed in Section 4(w) of the Company Disclosure Letter or such individuals' affiliates, in connection with this Agreement or the transactions contemplated hereby. (x) Take, or agree in writing or otherwise to take, any of the actions described in clauses (a) through (w) above, or any other action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.3, not to be satisfied.

Conduct of Business of the Company Prior to the Effective Time. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Effective Time, the Company agrees, except as set forth in Section 4 of the Company Disclosure Letter or to the extent that Parent shall otherwise consent expressly contemplated by this Agreement (including, without limitation, in writingconnection with the Transition Matters and the incurrence of any Transition Costs, each as contemplated by Section 5.16 and subject to the final sentence of this Section 5.1) or as consented to in writing by NetRatings upon the approval of a majority of the Independent Directors: (i) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, consistent with past practice; (ii) to pay timely its debts and TaxesTaxes when due, subject to good faith disputes over such debts or taxes, and on the same payment terms such debts and taxes have historically been paid, Taxes; (iii) to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, ; and (iv) to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's its present business organizationsorganization, keep available the services of its present officers and key employees and preserve its relationships with material customers, suppliers, distributors, licensors, licensees, licensees and others having material business dealings with it. Each of the Company, Company and NetRatings agrees to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent the other of (x) any material event or occurrence not in the ordinary course of business of its business, (y) any event which could reasonably be expected to have a Material Adverse Effect on NetRatings or the CompanyCompany (as applicable) and (z) any change in its respective capitalization as set forth in Sections 3.5 and 4.4, respectively. Except Without limiting the foregoing, except as expressly provided for contemplated by this Agreement or as set forth on Section 5.1 of the Company Disclosure LetterSchedule or in connection with the Transition Matters and the incurrence of any Transition Costs, each as contemplated by Section 5.16, and subject to the final sentence of this Section 5.1, the Company shall notCompany, prior and as to the Effective Time or earlier termination Leased Employees as provided in paragraph (n) of this Agreement pursuant to its termsSection 5.1, ACN, shall not do, cause or permit any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed): (a) Except as required by NetRatings upon the Company Plans, accelerate, amend or change the period approval of exercisability of options or restricted stock, or reprice options granted under the Company Plans or authorize cash payments in exchange for any options granted under any of such plans, except as contemplated by Section 1.9 of this Agreement; (b) Enter into any partnership agreements, joint development agreements or strategic alliance agreements; (c) Increase the pay or other compensation or grant any severance or termination pay (i) to any executive officer or director or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Company's policies and past practices or pursuant to written agreements in effect, or policies existing, on the date hereof and as disclosed in Section 2.16 a majority of the Company Disclosure Letter; (d) Except as set forth in Section 4(d) of the Company Disclosure Letter, transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Company Intellectual Property or Curricula; (e) Commence any litigation other than (i) for the routine collection of bills, or (ii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that the Company consults with the Parent prior to the filing of such a suit (except that the Company shall not require the approval of, and shall not be required to consult with, Parent with respect to any claim, suit or proceeding by the Company against Parent or any of its affiliates); (f) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or 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 capital stock of the Company; (g) Redeem, repurchase or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock; (h) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than the issuance of shares of Company Capital Stock pursuant to the exercise of Company stock options outstanding as of the date of this Agreement; (i) Cause, permit or propose any amendments to the Company's Articles or Company Bylaws, or amend any Material Contract; (j) Except as permitted under Section 5.16 of this Agreement, sell, lease, license, encumber or otherwise dispose of any of the Company's properties or assets which are material, individually or in the aggregate, to the business of the Company, except in the ordinary course of business consistent with past practice, or liquidate, in whole or in part; (k) Incur any indebtedness for borrowed money in excess of $250,000 (in the aggregate) (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of the Company or guarantee any debt securities of others; (l) Adopt or amend any Company Plan or increase the salaries or wage rates of any of its employees (except for wage increases in the ordinary course of business and consistent with past practices), including but not limited to (but without limiting the generality of the foregoing), the adoption or amendment of any stock purchase or option plan, the entering into of any employment contract not in the ordinary course of business which would be a Material Contract pursuant to Section 2.16 (b) of this Agreement or the payment of any special bonus or special remuneration to any director or employee, other than bonuses reflected on the Company Balance Sheet; (m) Revalue any of the Company's assets, including without limitation writing down the value of inventory, writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice or waiving any right of material value; (n) Commence any operations in connection with the Company's properties in New Orleans, Louisiana; (o) Pay, discharge or satisfy in an amount in excess of $50,000 (in any one case) or $150,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), including, without limitation, under any employment contract or with respect to any bonus or special remuneration, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities of the type reflected or reserved against in the Company June 30th Financials (or the notes thereto); (p) Make or change any material election in respect of Taxes, adopt or change in any material respect any accounting method in respect of Taxes, file any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Except as permitted under Section 5.16 of this Agreement, enter into any Material Contract other than in the usual, regular and ordinary course of business consistent with past practices and policies; (r) Amend or terminate any of the Company's insurance policies; (s) Except as set forth in Section 4(s) of the Company Disclosure Letter, make any changes with respect to the tuition, fees, program duration or Curricula of any of the programs offered by the School, including, without limitation, implementing any foreign exchange student programs; (t) Take any action with respect to the establishment or development of additional locations offering the School's College of Food programs, except with respect to the Garden Grove campus; (u) Take any action with respect to the Computer Rollout; (v) Hire, fire (other than for cause) or change the responsibilities or work location of any employee or prospective employee whose annual compensation is greater than $75,000 and whose employment cannot be terminated by the Company on thirty days notice without liability; or (w) Enter into an agreement, agree to pay or cause to be paid any fees for expenses of, discharge any debts to the Company owing from or release or discharge any claims of the Company against any of the individuals listed in Section 4(w) of the Company Disclosure Letter or such individuals' affiliates, in connection with this Agreement or the transactions contemplated hereby. (x) Take, or agree in writing or otherwise to take, any of the actions described in clauses (a) through (w) above, or any other action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.3, not to be satisfied.Independent Directors:

Conduct of Business of the Company Prior to the Effective Time. During (a) Except as otherwise (i) expressly permitted or required by this Agreement, (ii) required by applicable Law, (iii) expressly approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned), (iv) necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures or (v) expressly set forth in Section 6.1(a) of the period Company Disclosure Schedule, from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company agrees, except as set forth in Section 4 of the Company Disclosure Letter or to the extent that Parent shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay timely its debts and Taxes, subject to good faith disputes over such debts or taxeswill, and on the same payment terms such debts and taxes have historically been paid, will cause its Subsidiaries to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, and to use all commercially reasonable efforts consistent with past practices and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company, to the end that the Company's goodwill and ongoing conduct their businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent of any material event or occurrence not in the ordinary course of business consistent with past practice and use its and their reasonable best efforts to maintain and preserve intact the material aspects of their business organizations, to maintain their business relationships and goodwill with suppliers, contractors, distributors, customers, partners, employees, licensors, licensees and others having material business relationships with it, to retain the services of the Company. Except as expressly provided ’s and its Subsidiaries’ employees and business associates and agents, to comply in all material respects with all applicable Laws and the requirements of all Material Contracts and take no action that would reasonably be expected to adversely affect or delay the ability to obtain the Required Approvals for by the transactions contemplated hereby or to perform the Company’s covenants and agreements under this Agreement or as set forth to consummate the transactions contemplated hereby on the Company Disclosure Letter, the Company shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed): (a) Except as required by the Company Plans, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under the Company Plans or authorize cash payments in exchange for any options granted under any of such plans, except as contemplated by Section 1.9 of this Agreement;a timely basis. (b) Enter into any partnership agreementsWithout limiting the generality of the foregoing, joint development agreements except as otherwise (w) expressly permitted or strategic alliance agreements; required by this Agreement, (cx) Increase the pay expressly approved in writing by Parent (such approval not to be unreasonably withheld, conditioned or other compensation delayed), (y) necessary and commercially reasonable in response to a Contagion Event or grant any severance or termination pay (i) to any executive officer or director Contagion Event Measures or (iiz) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Company's policies and past practices or pursuant to written agreements in effect, or policies existing, on the date hereof and as disclosed in Section 2.16 of the Company Disclosure Letter; (d) Except as set forth in Section 4(d6.1(b) of the Company Disclosure LetterSchedule, transfer or license to any person or entity or otherwise extendfrom the date of this Agreement until the Effective Time, amend or modify any rights to the Company Intellectual Property will not, and will cause its Subsidiaries not to: (i) (A) adopt or Curriculapropose any change in the Company Certificate of Formation or the Company LLC Agreement or (B) adopt any change in any comparable organizational documents of any Subsidiary of the Company other than the Company Broker-Dealer Subsidiary, except for any changes to organizational documents of any such Subsidiary of the Company which would have no adverse impact on the business of the Company or the transactions contemplated hereby; (e) Commence any litigation other than (i) for the routine collection of bills, or (ii) in such cases where merge or consolidate the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that the Company consults with the Parent prior to the filing of such a suit (except that the Company shall not require the approval of, and shall not be required to consult with, Parent with respect to any claim, suit or proceeding by the Company against Parent or any of its affiliates); (f) Declare or pay any dividends on or make Subsidiaries with any other distributions (whether in cashPerson, stock except for any such transaction between or property) in respect of among any of its capital stock, or 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 capital stock of the Company; (g) Redeem, repurchase or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock; (h) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than the issuance of shares of Company Capital Stock pursuant to the exercise of Company stock options outstanding as of the date of this Agreement; (i) Cause, permit or propose any amendments to the Company's Articles or Company Bylaws, or amend any Material Contract; (j) Except as permitted under Section 5.16 of this Agreement, sell, lease, license, encumber or otherwise dispose of any of the Company's properties or assets which are materialSubsidiaries that would not impose, individually or in the aggregate, to any changes or restrictions on the assets, operations and business of the CompanyCompany and its Subsidiaries taken as a whole that would be adverse to Parent or any of its Affiliates, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreement or arrangement imposing, individually or in the aggregate, any changes or restrictions on the assets, operations or business or on the assets, operations and business of the Company or any of its Subsidiaries that would be adverse to Parent or any of its Affiliates; (iii) (A) enter into any new line of business or change in any material respect the businesses and policies of the Company and its Subsidiaries, except as required by applicable Laws or reasonably necessary to address applicable Laws of findings of any Governmental Authority; (B) acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof outside the ordinary course of business or any material amount of assets from any other Person; (C) merge or consolidate with any other Person; (D) adopt a plan of complete or partial liquidation, dissolution, recapitalization or restructuring; or (E) engage in any other transaction reasonably likely to cause the Closing to be prevented or delayed; (iv) sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire, transfer or dispose of, or create or incur any Lien (other than Permitted Liens) on, any of the Company’s or its Subsidiaries’ material assets (including material Intellectual Property Rights), securities, properties, rights, interests or businesses (including pursuant to any sale-leaseback transaction or asset securitization transaction) but excluding any sale, disposition, lease, mortgage, pledge, encumbrance or license of inventory or product in the ordinary course of business consistent with past practice, or liquidate, in whole or in part; (kv) Incur any indebtedness except (A) for borrowed money in excess Shares issuable upon the exercise or conversion of $250,000 (in Company Options, Company RSUs outstanding on the aggregate) (other than ordinary course trade payables date hereof or pursuant RSUs issued to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of the Company or guarantee any debt securities of others; (l) Adopt or amend any Company Plan or increase the salaries or wage rates of any of its new employees (except for wage increases in the ordinary course of business and consistent with past practicespractice; or (B) with respect to Parent’s and Merger Sub’s participation in the transactions contemplated by this Agreement, issue, sell, grant, dispose of, pledge, deliver, transfer or otherwise encumber or authorize, propose or agree to the issuance, sale, grant, disposition, pledge, delivery, transfer or encumbrance by the Company or any of its Subsidiaries of, any shares of the Company’s capital securities (“Group Securities”); (vi) (A) make any loans, advances or capital contributions to, or investments in, any Person (other than the Company or any of its wholly-owned Subsidiaries), including but not limited to (but without limiting the generality of the foregoing), the adoption or amendment of any stock purchase or option plan, the entering into of any employment contract not other than in the ordinary course of business which would be consistent with past practice; (B) engage in any reclassification, recapitalization or equity split (including a Material Contract pursuant reverse split) that changes any outstanding shares of its capital securities or combine, exchange or readjust, or engage in any similar transaction with respect to, shares of its capital securities; (C) declare, set aside or pay any dividend or make any other distribution (whether in cash, securities, property or any combination thereof) in respect of any shares of its capital securities or other securities (other than (x) dividends or distributions by any of its wholly-owned Subsidiaries to the Company or another wholly owned Subsidiary of the Company or (y) in accordance with Section 2.16 (b6.1(b)(vi)(C)(y) of this Agreement the Company Disclosure Schedule); or the payment (D) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire, any of its securities or any securities of any special bonus or special remuneration to any director or employee, other than bonuses reflected on the Company Balance Sheetof its Subsidiaries; (mvii) Revalue (A) create, incur, assume, suffer to exist or otherwise be liable with respect to any Indebtedness (other than (x) intercompany Indebtedness and (y) Indebtedness incurred in the ordinary course of the Company's assets’s and its Subsidiaries’ business consistent with past practice in connection with margin for securities purchases and drawdowns under credit agreements in effect as of the date of this Agreement), including without limitation writing down (B) extend or modify the value same or (C) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of inventoryany other Person. (viii) (A) engage in “proprietary trading” (as defined in the Xxxxxxx Rule), writing off notes acquire or accounts receivable hold any ownership interest in or sponsor any “covered fund” (as defined in the Xxxxxxx Rule) except to the extent permitted under the Xxxxxxx Rule, as the Company reasonably determines, based on applicable Law and in consultation with the Company’s and Parent’s external counsel, or (B) enter into any new, or amend any existing, agreement to act as investment adviser, investment sub-adviser, sponsor or manager for any (1) Private Fund Client or other Pooled Vehicle, or (2) registered investment company or business development company, except for any such amendments which would have no adverse impact on the business of the Company or the transactions contemplated hereby; (ix) restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, so as to alter the manner in which the portfolio is classified or reported, except as may be required by U.S. GAAP or by applicable Laws or as would not be reasonably expected to materially and adversely affect the Company; (x) enter into capital commitments for new investment partnerships; (xi) terminate, renew, suspend, abrogate, amend or modify in any material respect any Company Permit, other than in the ordinary course of business consistent with past practice or waiving any right for purposes of material valueeffecting the transactions contemplated hereby; (nxii) Commence (A) enter into any operations Contract that would have been a Material Contract were the Company or any of its Subsidiaries a party or subject thereto on the date of this Agreement, in connection with the Company's properties in New Orleanseach case, Louisiana; (o) Pay, discharge or satisfy in an amount in excess of $50,000 (in any one case) or $150,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), including, without limitation, under any employment contract or with respect to any bonus or special remuneration, other than the payment, discharge or satisfaction except in the ordinary course consistent with past practice and which Contract is terminable at will or with thirty (30) calendar days or less notice without payment of business any amount other than for products delivered or services performed through the date of liabilities of the type reflected or reserved against in termination, (B) enter into any Contract providing for payments to any Person to be made by the Company June 30th Financials or any of its Subsidiaries upon a change in control thereof or (C) terminate or the notes thereto); (p) Make or change any material election in respect of Taxes, adopt or change amend in any material respect any accounting method Contract referred to in respect clause (A) or any Company Material Contract or waive any material right thereunder or make any change in any instrument or agreement governing the terms of Taxesany of its securities, file any amendment to a material Return, enter into any closing agreement, settle any claim or assessment except in respect the case of Taxes this clause (except settlements effected solely through payment of immaterial sums of moneyC), or consent if there is a commercially reasonable basis to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Except as permitted under Section 5.16 of this Agreement, enter into any Material Contract other than do so in the usual, regular and ordinary course of business consistent with past practices practice and policiessuch action would not reasonably be expected to have an adverse impact on the business of the Company or its Subsidiaries or on the transactions contemplated hereby; (rxiii) Amend incur, or terminate commit to incur, any capital expenditures or any obligations or liabilities in respect thereof, in excess of $150,000 individually or $500,000 in the Company's insurance policiesaggregate; (sxiv) Except enter into any agreement, arrangement or commitment that materially limits or otherwise restricts the Company or its Subsidiaries from engaging or competing in any line of business or in any geographic area or otherwise enter into any agreements, arrangements or commitments imposing material changes or restrictions on its assets, operations or business, except in the ordinary course of business consistent with past practice; (xv) materially change the Company’s methods of accounting, except as set forth required by concurrent changes in Section 4(sU.S. GAAP or in Regulation S-X promulgated under the Exchange Act; (xvi) settle, or offer or propose to settle any litigation, investigation, arbitration, proceeding or other claim involving or against the Company or any of its Subsidiaries involving a payment by the Company or its Subsidiaries in excess of $250,000 individually or $1,000,000 in the aggregate, or that would impose any material restriction on the business of the Company Disclosure Letteror its Subsidiaries or the Surviving Company, make any changes with respect to affect the tuition, fees, program duration or Curricula of any of the programs offered by the School, Merger (including, without limitation, implementing any foreign exchange student programsthe timing of the Closing) and the other transactions contemplated hereby, or create adverse precedent for claims that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (txvii) Take except as may be required by applicable Law, (A) make a new Tax election or change any Tax election, (B) change any entity classification of any Subsidiary, (C) create a permanent establishment in any country other than the country in which the Company or any of its Subsidiaries is organized, (D) file any amended income Tax Return or other amended Tax Return, (E) adopt or change any annual Tax accounting period or accounting method for Taxes, (F) settle or compromise any material Tax claim, (G) surrender any claim for a material refund of Taxes, (H) enter into any closing agreement relating to Taxes or (I) file any income Tax Return or other Tax Return that is inconsistent with past practice; (xviii) announce, implement or effect any material reduction in labor force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company (including any “plant closing” or “mass layoff” as those terms are defined in the WARN Act or any similar action under a similar Law), other than routine employee terminations in the ordinary course of business consistent with past practice; (xix) except as required by applicable Law, (A) terminate, adopt, establish, enter into, amend in any material respect or renew any Benefit Plan (or communicate any intention to take such action), (B) increase in any manner the compensation, benefits, severance or termination pay of any of the current or former directors, officers, employees or consultants who are natural persons of the Company or its Subsidiaries, except for (1) employees who are not officers, increases in annual salary or wage rate in the ordinary course of business consistent with past practice that do not exceed 3% in the aggregate and (2) the payment of annual bonuses for completed periods based on performance in the ordinary course of business consistent with past practice, (C) accelerate the vesting of or lapsing of restrictions, or amend the vesting requirements, with respect to any equity-based compensation, deferred cash compensation or other long-term incentive compensation under any Benefit Plan, (D) grant any new awards or amend or modify the establishment terms of any outstanding awards, under any Benefit Plan, (E) take any action to accelerate the payment, or development to fund or secure the payment, of additional locations offering any amounts under any Benefit Plan, (F) hire any employee or consultant who is a natural person with a target total annual cash compensation (e.g., base pay or base rate and short-term cash incentive target amounts) opportunity in excess of $300,000, (G) become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization or (H) terminate without cause the School's College employment of Food programs, except with respect to any director of the Garden Grove campusCompany; (uxx) Take any action with respect fail to the Computer Rollout; (v) Hire, fire (other than for cause) use reasonable efforts to maintain existing material insurance policies or change the responsibilities or work location of any employee or prospective employee whose annual compensation is greater than $75,000 and whose employment cannot be terminated by the Company on thirty days notice without liabilitycomparable replacement policies; or (wxxi) Enter into an agreementagree, agree authorize or commit to pay do any of the foregoing. (c) Nothing contained in this Agreement is intended to give Parent or cause Merger Sub, directly or indirectly, the right to be paid any fees for expenses of, discharge any debts to control or direct the Company owing from or release or discharge any claims operations of the Company against any of and its Subsidiaries prior to the individuals listed in Section 4(w) of Effective Time. Prior to the Effective Time, the Company Disclosure Letter or such individuals' affiliatesshall exercise, in connection consistent with the terms and conditions of this Agreement or the transactions contemplated herebyAgreement, complete control and supervision over its and its Subsidiaries’ respective operations. (x) Take, or agree in writing or otherwise to take, any of the actions described in clauses (a) through (w) above, or any other action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.3, not to be satisfied.