Common use of Conduct of Business of the Company Clause in Contracts

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writing, from the date hereof through the Closing, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through to the Closing, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writingClosing Date, the Company shall not, and shall cause without the Company Subsidiary not toprior written consent of Acquiror: (a) incur any indebtedness for borrowed money, amend its Certificate of Incorporation or assume, guarantee, endorse, or otherwise become responsible for obligations of any other PersonBylaws; (b) issue declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for cash dividends declared and paid consistent with the Company's past practice (except that (i) any Subsidiary of the Company other than PBC or a Broadcasting Subsidiary may declare and pay dividends that are payable to the Company or to any other Subsidiary of the Company, (ii) PBC or any Broadcasting Subsidiary may declare and pay dividends in cash and cash equivalents that are payable to the Company or to any other Subsidiary of the Company and (iii) PBC may declare and pay a dividend of all of the capital stock of Pulitzer Sports Inc. to the Company) or redeem or acquire any of its securities other than for cash; (c) except pursuant to the exercise terms of the Company Options outstanding on Class B Common Stock, the date of this Agreement) Company Option Plans, or commit to issue the Employee Stock Purchase Plan, split, combine or reclassify any shares of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution of any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change except (x) to the Company's Certificate of Incorporation or Bylaws or extent that the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers is acting in the ordinary course of business and consistent with past practiceor is otherwise released therefrom as described in Section 2.02 or (y) any investment or acquisition relating to the newspaper business or any activity related thereto, (i) create, incur or assume any Indebtedness, other than the New Company Debt, not currently outstanding (including obligations in respect of capital leases), (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or (iii) make any loans, advances or capital contributions to, or investments in, any Person other than Newco or another Subsidiary; (e) except pursuant to the terms of the Company Class B Common Stock, the Company Option Plans, or the Employee Stock Purchase Plan, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any securities outstanding at the date hereof; (f) cancelterminate, release amend, modify or assign waive compliance with any indebtedness owed to it of the terms or any claims conditions of the Contribution Agreement directly or indirectly respecting the Retained Assets or the Retained Liabilities or affecting the rights held by itor obligations of the Company thereunder from and after the Effective Time; (g) make subject to the fiduciary duties of the Board of Directors, terminate, amend, modify or waive any investment of the terms or commitment conditions of a capital nature either by purchase any confidentiality agreement in effect as of stock the date hereof between the Company and any other prospective acquiror of the Company or securitiesBroadcasting, contributions to capitalprovided that the Company, property transfer PBC or otherwiseany Broadcasting Subsidiary may waive, and Acquiror will not enforce after Closing, any restriction on employment of any employee of the Company, PBC or any Broadcasting Subsidiary who is not employed by the purchase Acquiror, PBC or any Broadcasting Subsidiary at Closing or whose employment with any of any property or assets of any other Person;them is terminated after Closing; or (h) terminate take, or agree in writing or otherwise to take, any Contract listed on Disclosure Schedule 3.11 of the foregoing actions or make any change in any such Contract; other actions that would (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company or Newco contained in this Agreement to be untrue or become untrue incorrect, in any material respect; , as of the date when made or as of the Closing Date, (qii) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur result in any of the actions described conditions to Closing in Sections 5.1(aArticle VII of this Agreement not being satisfied, or (iii) through 5.1(q)be inconsistent, in any material respect, with the terms of this Agreement or the Transactions.

Conduct of Business of the Company. Except as set forth in Section 6.1 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time (unless Parent shall otherwise expressly agree in writing and except as otherwise contemplated by this Agreement), the Company will conduct its operations according to its ordinary and usual course of business consistent with past practice and shall use all reasonable efforts to preserve intact its current business organizations, keep available the service of its current officers and employees, maintain its material Permits and Contracts and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as consented to by Buyer set forth in writing, from Section 6.1 of the date hereof through the ClosingCompany Disclosure Schedule, the Company shallwill not, and without the prior written consent of Parent (which consent shall cause not be unreasonably withheld): (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of capital stock of any class (including the Shares), or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or (B) any other securities in respect of, in lieu of, or in substitution for, Shares outstanding on the date hereof; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding Shares; (iii) split, combine, subdivide or reclassify any Shares or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any capital stock of the Company or otherwise make any payments to stockholders in their capacity as such, other than the declaration and payment of regular quarterly cash dividends on the Shares in an amount no greater than $.06 per share and in accordance with past dividend policy and except for dividends by a direct or indirect wholly owned subsidiary of the Company; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the Company Subsidiaries (other than the Merger); (v) adopt any amendments to its Articles of Organization or By-Laws or to the Articles or Certificate of Incorporation, as the case may be, or By-Laws of any Company Subsidiary or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any direct or indirect subsidiary of the Company or, except in connection with the transactions contemplated by this Agreement, amend the Rights Agreement; (vi) make, or permit any Company Subsidiary to make, any material acquisition, by means of merger, consolidation or otherwise, or material disposition, of assets or securities; (vii) other than in the ordinary course of business consistent with past practice, incur, or permit any Company Subsidiary to incur, any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or any Company Subsidiary; (aviii) operate grant, or permit any Company Subsidiary to grant, any increases in the Business solely compensation of any of its directors or, except in the ordinary course of business and in accordance with past practice and (b) practice, any increases in the compensation of any of its officers, employees or agents; provided, that no individual's increase may exceed 8% of such individual's compensation and, provided further, that all increases in the aggregate may not take any action inconsistent with this Agreement or the consummation exceed 4% of the Merger. Without limiting the generality of the foregoingtotal compensation paid to officers, employees and agents; (ix) enter, or permit any Company Subsidiary to enter, into any new or amend any existing employment agreement or, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and may be consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change Company policies in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing effect as of the date of this Agreement, enter, or permit any Company Subsidiary to enter, into any new or amend any existing severance or termination agreement with any officer or employee of the Company or a Company Subsidiary; (iiix) pay except as may be required to comply with applicable Law, become obligated under any new written pension plan, welfare plan, multiemployer plan, employee benefit plan, severance plan or agree to pay similar plan, which was not in existence on the date hereof, or amend any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Company Plan; (jxi) enter into amend, or modify permit any Contract Company Subsidiary to take such action, to increase, accelerate the payment or other arrangement vesting of the amount payable or to become payable under or fail to make any required contribution to, any benefit plan or materially increase any non-salary benefits payable to any employee or former employee, except in the ordinary course of business consistent with a Related Partypast practice; (kxii) make any change in any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such required change in GAAP or applicable statutory accounting principles; (xiii) permit any Company Insurance Subsidiary to change its investment guidelines or policies or conduct transactions in investments except in material compliance with the investment guidelines and policies and approved programs or transactions of such Company Insurance Subsidiary and all applicable insurance Laws; (xiv) enter, or permit any Company Subsidiary to enter, into any Contract to purchase, or to lease for a term in excess of one year, any real property, provided that the Company or any Company Subsidiary, (x) may as a tenant, or a landlord, renew any existing lease for a term not to exceed two years and (y) nothing herein shall prevent the Company, in its capacity as landlord, from renewing any lease pursuant to any option granted prior to the date hereof; (xv) enter, or permit any Company Insurance Subsidiary to enter, into any material reinsurance, coinsurance or similar Contract, whether as reinsurer or reinsured, except in the ordinary course of business consistent with past practice; (lxvi) fail other than as contemplated in the Company's current business plan, enter, or permit any Company Subsidiary to comply enter, into any Contract with all material Laws applicable any insurance agent or broker that provides, by its terms, for exclusivity (including, without limitation, by territory, product, or distribution) or that is not terminable by its terms within 180 days by the Company or a Company Subsidiary, as the case may be, without substantial premium or penalty or, in the case of career agents, without commission renewal liability, except to the Assets extent that the Contract provides for vesting commissions; (xvii) (x) take, or agree or commit to take, or permit any Company Subsidiary to take, or agree or commit to take, any action that would make any representation and warranty of the Company hereunder inaccurate in any material respect at the Effective Time (except for representations and warranties which speak as of a particular date, which need be accurate only as of such date), (y) omit, or agree or commit to omit, or permit any Company Subsidiary to omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at the Effective Time (except for representations and warranties which speak as of a particular date, which need be accurate only as of such date), provided however that the Company shall be permitted to take or omit to take such action which can be cured, and in fact is cured, at or prior to the Effective Time or (z) take, or agree or commit to take, or permit any Company Subsidiary and to take, or agree or commit to take, any action that would result in, or is reasonably likely to result in, any of the Business consistent with past practicesconditions of the Merger set forth in Article VII not being satisfied; (mxviii) fail authorize, recommend, propose or announce an intention to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers do any of the Company and others having business dealings with the Companyforegoing, and (iii) otherwise preserve the goodwill or enter into any contract, agreement, commitment or arrangement to do any of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateforegoing; (nxix) settle, or permit any Company Subsidiary to settle, any material tax audit, or in either case to make or change any material tax election or file amended Tax Returns, but only, in respect of Taxeseach case, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, where such audit report or assessment in respect of Taxesis directed at, or consent to such Tax Return is filed by, the Company, other than as part of any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunderTextron consolidated group; or (rxx) directly or indirectly take, agree file any Tax Return after the date hereof and no later than the Effective Time which relates to take or otherwise permit to occur any Taxes the nonpayment of the actions described in Sections 5.1(a) through 5.1(q)which would have a Company Material Adverse Effect.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement (including Section 5.2 of the Company Disclosure Letter) or as consented with respect to by Buyer in writingApproved Matters, during the period from the date hereof through of this Agreement and continuing until the Closing, Effective Time or until the Company shall, and shall cause the Company Subsidiary totermination of this Agreement pursuant to Section 7.1, (a) operate the Business solely Company and its subsidiaries shall conduct their respective businesses in the ordinary and usual course of business and in accordance consistent with past practice practice, including, without limitation, consulting with, advising and obtaining the approval of Parent, in each case consistent with past practice, and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without without limiting the generality provisions of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: clause (a) incur in this paragraph, neither the Company nor any indebtedness for borrowed moneyof its subsidiaries shall without the prior written consent of Parent (or, to the extent consistent with past practice with regard to the matter at issue, the prior oral consent of Parent): (i) declare, set aside or assumepay any dividends on or make any other distribution in respect of any of its capital stock, guaranteeexcept dividends or distributions declared and paid by a wholly owned subsidiary of the Company only to the Company or another wholly owned subsidiary of the Company; (ii) split, endorse, combine or otherwise become responsible for obligations reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other Personsecurities in respect of, in lieu of, or in substitution for shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock; (biii) issue (except pursuant to issue, deliver, pledge, encumber or sell, or authorize or propose the exercise of issuance, delivery, pledge, encumbrance or sale of, or purchase or propose the Company Options outstanding on the date of this Agreement) or commit to issue purchase of, any shares of its capital stock or any other securities or any securities convertible into into, or rights, warrants or options to acquire, any such shares of its capital stock or any other securities, including, without limitation, any options convertible securities (other than the issuance of such capital stock to acquire capital stock, accelerate the vesting Company or a wholly owned subsidiary of any Company Optionsthe Company, or reserve for issuance additional shares; (c) declare, pay upon the exercise or incur any obligation to pay any dividend conversion of outstanding options or distribution warrants in accordance with the Stock Plan in effect on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" Agreement or other like benefit convertible or exchangeable securities outstanding on the date hereof, in each case in accordance with its present terms), authorize or propose any change in its equity capitalization, or amend any of the financial or other economic terms of such securities or the financial or other economic terms of any agreement relating to such securities; (iv) enter into amend its Certificate of Incorporation, Bylaws or modify other organizational documents in any other material Employee Planmanner; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (pv) take any action that would cause reasonably be expected to result in any representation of the conditions to the Transactions set forth in Article 6 not being satisfied; (vi) merge or warranty consolidate with any other person, or acquire any assets or capital stock of any other person, other than acquisitions of assets in the ordinary course of business, such as for inventory or relating to the ordinary operations of the Company; (vii) incur any indebtedness for money borrowed or guarantee any such indebtedness of another person or increase indebtedness for money borrowed outstanding under any current agreement relating to indebtedness for money borrowed, or as disclosed on Section 5.2 of the Company Disclosure Letter, in this Agreement each case in the ordinary course of business; (viii) make or authorize any capital expenditures of the Company and its subsidiaries taken as a whole, other than capital expenditures permitted pursuant to Section 5.2 of Company Disclosure Letter and other than capital expenditures that are part of the Company's then existing budget, which has previously been approved by the Company and Parent in the ordinary course; (ix) except as may be required by changes in applicable law or become untrue GAAP, change any method, practice or principle of accounting; (x) enter into any new employment agreements, or increase the compensation of any officer or director of the Company or any senior executive of any of its subsidiaries or operating units (including entering into any bonus, severance, change of control, termination, reduction-in-force or consulting agreement or other employee benefits arrangement or agreement pursuant to which such person has the right to any form of compensation from the Company or any of its subsidiaries), other than as required by law or by written agreements in effect on the date hereof with such person, or otherwise amend in any material respectrespect any existing agreements with any such person or use its discretion to amend any Company Benefit Plan or accelerate the vesting or any payment under any Company Benefit Plan; (qxi) knowingly take enter into any other actions that would prevent transaction with any officer or director of the Company from performing or cause any senior executive of any of its subsidiaries or operating units, other than as provided for in the terms of any agreement in effect on or prior to the date hereof and described in the Company not Disclosure Letter; (xii) settle or otherwise compromise any material litigation, arbitration or other judicial or administrative dispute or proceeding relating to perform the Company or any of its agreements and covenants hereundersubsidiaries; or (rxiii) directly authorize or indirectly takeenter into any contract, agree agreement, commitment or arrangement to take or otherwise permit to occur do any of the actions described in Sections 5.1(a) through 5.1(q)foregoing.

Conduct of Business of the Company. Except From the date hereof until the Closing Date, except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writing, from any other Transaction Documents or with the date hereof through the Closing, the Company shall, and prior written consent of both Lead Purchasers (which consent shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement be unreasonably withheld or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writingdelayed), the Company shall not, and shall cause the Company Subsidiary Group Companies not to: (a) incur any indebtedness for borrowed moneyamend its organizational documents (whether by merger, consolidation or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Personotherwise); (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) split, combine or commit to issue reclassify any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting Equity Security of any Group Company Options(whether by merger, consolidation or reserve for issuance additional sharesotherwise); (c) declare, pay set aside or incur any obligation to pay any dividend or other distribution on its capital (whether in cash, stock or declareproperty or any combination thereof) in respect of the Equity Securities of any Group Company (whether by merger, make consolidation or incur any obligation to make any distribution or redemption with respect to capital stockotherwise); (d) make redeem, repurchase or otherwise acquire any change to Equity Securities of the Company's Certificate of Incorporation any Group Company (whether by merger, consolidation or Bylaws or the Company Subsidiary's charter documentsotherwise); (e) mortgageissue, pledge deliver or otherwise encumber sell any Assets or sell, transfer, license or otherwise dispose Equity Securities of any Assets except for Group Company (whether by merger, consolidation or otherwise), other than the sale issuance of any Equity Securities of any wholly owned Subsidiary of the Company to the Company or disposition any other wholly owned Subsidiary of inventory to customers in the ordinary course of business and consistent with past practiceCompany; (f) cancelamend any term of any Equity Securities of any Group Company (whether by merger, release consolidation or assign any indebtedness owed to it or any claims or rights held by itotherwise); (g) make acquire (by merger, consolidation or otherwise), directly or indirectly, any investment or commitment of a capital nature either by purchase of stock or assets, securities, contributions to capitalproperties, property transfer interests or otherwisebusinesses, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as consistent with past practice; (h) sell, lease or otherwise transfer, or create or incur any Encumbrance on, any assets, securities, properties or interests of any Group Company, other than in the date ordinary course of this Agreementbusiness consistent with past practice; (i) make any loans, (iii) pay advances or agree to pay any bonuscapital contributions to, incentive compensationor investments in, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee PlanPerson; (j) enter into create, incur, assume, suffer to exist or modify otherwise be liable with respect to any Contract or Indebtedness, other arrangement than in the ordinary course of business consistent with a Related Partypast practice; (k) make hire any change in employee or consultant or adopt, establish, enter into, amend or terminate or increase the benefits under any method of accounting employee benefit, plan, practice, program, policy or accounting practiceContract; (l) fail to comply with all material Laws applicable to initiate or settle any Action involving or against the Assets of the Company or the Company Subsidiary and the Business consistent with past practices;any Group Company; or (m) fail agree, commit or offer to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur do any of the actions described in Sections 5.1(a) through 5.1(q)foregoing.

Conduct of Business of the Company. Except as (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (B) split, combine or reclassify any capital stock of the Company 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, or (C) purchase, redeem or otherwise expressly contemplated by acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) authorize for issuance, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights) other than the issuance of the Company Common Stock upon the exercise of the Company Options awarded but unexercised on the date of this Agreement and in accordance with their present terms (such issuances being referred to herein as "Permitted Changes"); ----------------- (iii) amend its Certificate of Incorporation, or By-laws; (iv) except for the Pending Acquisitions (as consented defined in Section 9.5) acquire or agree to acquire by Buyer merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien (as defined in writingSection 9.5) or otherwise dispose of any of its properties or assets, from the date hereof through the Closing, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely except sales of inventory in the ordinary course of business and in accordance consistent with past practice and practice; (bA) not take any action inconsistent with this Agreement or the consummation except pursuant to credit arrangements in effect as of the Merger. Without limiting date hereof and disclosed in Schedule 3.21 hereto, incur any indebtedness ------------- for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the generality economic effect of any of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing(B) make any loans, the Company shall not, and shall cause the Company Subsidiary not advances or capital contributions to: (a) incur any indebtedness for borrowed money, or assumeinvestments in, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (bvii) issue acquire or agree to acquire any assets, other than in the ordinary course of business consistent with past practice, that are material, individually or in the aggregate, or make or agree to make any capital expenditures except capital expenditures of less than $50,000, individually, or less than $100,000 in the aggregate; (viii) pay, discharge or satisfy any claims (including claims of stockholders), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except pursuant for the payment, discharge or satisfaction of (x) liabilities or obligations in the ordinary course of business consistent with past practice or in accordance with their terms as in effect on the date hereof, or (y) claims settled or compromised to the exercise extent permitted by Section 5.1(a)(xii), or waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing material license, lease, contract or other document, other than in the Company Options outstanding on ordinary course of business consistent with past practice; (ix) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (x) enter into any collective bargaining agreement; (xi) change any material accounting principle used by it, except as required by the SEC or applicable law; (xii) settle or compromise any litigation or settle a dispute under any contract or other agreement (whether or not commenced prior to the date of this Agreement) other than settlements or compromises of litigation where the amount paid (after giving effect to insurance proceeds actually received) in settlement or compromise does not exceed $100,000, provided that the aggregate amount paid in connection with the settlement or compromise of all such matters shall not exceed $250,000; (xiii) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any Affiliates (as defined in Section 9.5) of the Company; (xiv) except as contemplated by this Agreement, abandon any Pending Acquisitions; or (xv) authorize any of, or commit or agree to issue take any shares of, the foregoing actions. (b) During the period from the date of its capital this Agreement to the Closing, the Company shall not adopt or amend (except as may be required by law) any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or other arrangement (including any other securities Company Plan) for the benefit or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting welfare of any Company Optionsemployee, director or reserve former director or employee or, other than increases for issuance additional shares;individuals (other than officers and directors) in the ordinary course of business consistent with past practice, increase the compensation or fringe benefits of any director, employee or former director or employee or pay any benefit not required by any existing plan, arrangement or agreement. (c) declareDuring the period from the date of this Agreement to the Closing, the Company shall not grant any new or modified severance or termination arrangement or increase or accelerate any benefits payable under its severance or termination pay or incur any obligation to pay any dividend or distribution policies in effect on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock;the date hereof. (d) make any change During the period from the date of this Agreement to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgageClosing, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) the Company shall not make any investment Tax election, change or commitment request to change its method of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwiseaccounting, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claimfederal, noticestate, audit report local or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)foreign Tax liability.

Conduct of Business of the Company. Except as otherwise expressly contemplated by During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or as consented to by Buyer in writing, from the date hereof through the ClosingEffective Time, the Company shallagrees (except to the extent that Parent shall otherwise consent in writing), to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay their debts and Taxes before they become delinquent, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing business at the Effective Time. The Company shall cause the Company Subsidiary to, (a) operate the Business solely promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the MergerCompany, and any material event involving the Company. Without limiting the generality of the foregoing, except Except as specifically expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, the Company shall not, and shall cause without the Company Subsidiary not toprior written consent of Parent: (a) incur Enter into any indebtedness for borrowed money, commitment or assume, guarantee, endorse, or otherwise become responsible for obligations transaction not in the ordinary course of any other Personbusiness; (b) issue Transfer to any person or entity any rights to the Company Intellectual Property; (except c) Enter into or amend any agreements pursuant to the exercise which any other party is granted marketing, distribution or similar rights of any type or scope with respect to any products of the Company Options outstanding Company; (d) Amend or otherwise modify (or agree to do so), except in the ordinary course of business, or violate the terms of, any of the agreements set forth or described in the Disclosure Letter; (e) Commence any litigation; (f) Declare, set aside 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 date issuance of this Agreementany other securities in respect of, in lieu of or in substitution for shares of capital stock of the Company, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock (or options, warrants or other rights exercisable therefor); (g) Issue, grant, deliver or commit to issue sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock into, or any other securitiessubscriptions, includingrights, without limitation, any warrants or options to acquire capital stockacquire, accelerate the vesting or other agreements or commitments of any Company Options, character obligating it to issue any such shares or reserve for issuance additional sharesother convertible securities; (ch) declare, pay Cause or incur permit any obligation amendments to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documentsBylaws; (ei) mortgageAcquire or agree to acquire by merging or consolidating with, pledge or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise encumber acquire or agree to acquire any Assets assets which are material, individually or sellin the aggregate, transferto its business; (j) Sell, lease, license or otherwise dispose of any Assets of its properties or assets, except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practicepractices; (fk) cancel, release or assign Incur any indebtedness owed to it for borrowed money or guarantee any claims such indebtedness or rights held by itissue or sell any debt securities or guarantee any debt securities of others other than trade debt; (gl) make Grant any investment loans to others or commitment purchase debt securities of a capital nature either by purchase of stock others or securities, contributions to capital, property transfer or otherwise, or by amend the purchase terms of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyeroutstanding loan agreement, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than except in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to Grant any severance or termination pay (i) maintain the Business, to any director or officer or (ii) maintain existing relationships with material suppliers and customers of to any other employee except payments made pursuant to standard written agreements outstanding on the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Datedate hereof; (n) make Adopt or amend any employee benefit plan, or enter into any employment agreement, pay or agree to pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its employees; (o) Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (p) Take any action which could jeopardize the tax-free reorganization hereunder; (q) Pay, discharge or satisfy, in an amount in excess of $5,000 (in any one case) or $15,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet; (r) Make or change any material election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (os) commence Enter into any Action strategic alliance or Proceeding; (p) take joint marketing arrangement or agreement; or Take, or agree in writing or otherwise to take, any action that would cause any representation or warranty of the Company actions described in this Agreement to be Sections 4.1(a) through (s) above, or become untrue in any material respect; (q) knowingly take any other actions action that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q).

Conduct of Business of the Company. Except The Company agrees that, between the date of this Agreement and the Closing, except as otherwise expressly permitted or contemplated by this Agreement or as consented to in writing by Buyer in writing, from the date hereof through the ClosingBuyer, the Company shallwill in all material respects (it being understood that in no event shall the Company’s participation in the negotiation (including activities related to due diligence), and shall cause execution, delivery, public announcement or pendency of this Agreement or any of the Company Subsidiary totransactions contemplated herein or any actions taken in compliance herewith or otherwise with the consent of Buyer be considered a breach of any of the provisions of this Section 6.1), (a) operate the Business solely conduct its business in the ordinary course of business and in accordance consistent with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoingpractice, provided that, except as specifically permitted or contemplated by this Agreement Agreement, as required by applicable Law or as consented to in writing by Buyer in writingBuyer, the Company shall not, between the date of this Agreement and shall cause the Company Subsidiary not toClosing, directly or indirectly, do, or agree to do, any of the following: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, amend or otherwise become responsible for obligations change any material provision of any other Personthe Company Articles or the Company Bylaws, except as contemplated by the Shareholder Ratification; (b) issue (except pursuant issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the exercise of the Company Options outstanding on the date of this Agreement) issuance, delivery, sale, pledge or commit to issue encumbrance of, any shares of its the capital stock of the Company, or any other securities or any securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its any class or series of the capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate of the vesting of any Company Options, or reserve for issuance additional sharesCompany; (c) declare, pay set aside, make or incur any obligation to pay any dividend or other distribution on its capital stock (whether payable in cash, stock, property or declare, make or incur any obligation to make any distribution or redemption a combination thereof) with respect to any of its capital stock; (d) make reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documentsits capital stock; (e) mortgageacquire (including by merger, pledge consolidation, or acquisition of stock or assets) or make any investment in any Equity Interest in any Person or any assets, loans or debt securities thereof, acquire or divest any Real Property Leases or other interest in real estate or enter into any material Contract, partnership, arrangement, joint development agreement or strategic alliance; (f) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise encumber any Assets or sellas an accommodation become responsible for, transfer, license or otherwise dispose the indebtedness of any Assets except Person for borrowed money; (g) grant any Lien in any of the sale Acquired Assets; (h) enter into any new line of business outside of its existing business; (i) pay, discharge, settle or disposition satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than (i) performance of inventory to customers contractual obligations in accordance with their terms, (ii) payment, discharge, settlement or satisfaction in the ordinary course of business and consistent or (iii) payment, discharge, settlement or satisfaction in accordance with past practice; their terms, of claims, liabilities or obligations that have been (fA) cancel, release disclosed in the most recent Company Financial Statements (or assign any indebtedness owed the notes thereto) included in the Company SEC Filings filed prior to it the date hereof or any claims contemplated by documents made available to Parent prior to the date hereof or rights held by it; (gB) make any investment or commitment incurred since the date of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than financial statements in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Planbusiness; (j) adopt or enter into a plan of complete or modify any Contract partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other arrangement with a Related Partyreorganization of the Company (other than the Asset Sale); (k) make commence any change litigation other than where the Company in any method good faith determines that failure to commence suit prior to the anticipated Closing Date would result in the material impairment of accounting or accounting practicea valuable aspect of the business of the Company, provided that the Company consults with the Parent prior to the filing of such a suit and keeps Parent advised of the status and details of such litigation; (l) fail to comply with all material Laws applicable to the Assets sell, transfer, assign, lease, license, encumber or otherwise dispose of any of the Company Acquired Assets or the Company Subsidiary and the Business consistent with past practicesterminate or waive any Assumed Contracts, claims, or rights; (m) fail to use its commercially reasonable efforts to (i) maintain the Businessexcept as required by applicable Tax law, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) 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 material Return or any amendment to a material Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report claim or assessment in respect of TaxesTaxes (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; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (rn) directly knowingly commit or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a6.1.1 (a) through 5.1(q)6.1.1(m) above or any action which would reasonably be expected to result in any of the conditions to the Asset Sale set forth in Article 7 not being satisfied.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer set forth in writingSection 6.1 of the Company Disclosure Schedule, during the period from the date hereof through of this Agreement to the ClosingEffective Time or the earlier termination of this Agreement, neither the Company shall, and shall cause the nor any Company Subsidiary towill, (a) operate without the Business solely in the ordinary course prior written consent of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not toMergerco: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, amend or otherwise become responsible for obligations change its Certificate of any Incorporation or Bylaws or other Personorganizational documents; (b) issue issue, sell or grant, or authorize the issuance, sale or grant of any shares of capital stock of the Company or any Company Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary (except for the issuance of shares of Company Common Stock pursuant to the exercise of the Company Options and Company Warrants outstanding on the date of this Agreement) Agreement or commit pursuant to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharesESPP); (c) declare, pay set aside, make or incur any obligation to pay any dividend or distribution on its capital stock other distribution, payable in cash, stock, property or declareotherwise, make or incur any obligation to make any distribution or redemption with respect to any of its capital stock, other than dividends and distributions by a Company Subsidiary to its parent in accordance with applicable law; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (de) make acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any change other manner, any business or any corporation, partnership, joint venture, association or other business organization which would be material to the Company's Certificate of Incorporation or Bylaws or Company and the Company Subsidiary's charter documentsSubsidiaries, taken as a whole; (ef) mortgageincur any indebtedness for borrowed money or guarantee any such indebtedness of another person, pledge issue or otherwise encumber sell any Assets debt securities or sellwarrants or other rights to acquire any debt securities of the Company or any of the Company Subsidiaries, transferguarantee any debt securities of another person, license enter into any "keep well" or otherwise dispose other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any Assets of the foregoing, except for the sale or disposition of inventory to customers borrowings under current credit facilities, loans and for lease obligations, in each case incurred in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment loans, advances or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwiseto, or by the purchase of any property or assets of investments in, any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyerperson, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than to the Company or any Company Subsidiary made in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (mh) fail to use its commercially reasonable efforts to adopt resolutions providing for or authorizing a liquidation or a dissolution, except as part of an Acquisition Proposal (as defined below); or (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxestake, or consent agree to any extension commit to take, or waiver of the limitation period applicable fail to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause make any representation or warranty of the Company contained herein inaccurate such that the conditions in this Agreement to Section 7.2(a) will not be satisfied at, or become untrue in as of any material respect; (q) knowingly take any other actions that would prevent time prior to, the Company from performing or cause the Company not to perform its agreements and covenants hereunderEffective Time; or (rj) directly enter into, or indirectly takepublicly announce an intention to enter into, agree to take any contract, agreement, commitment, plan or arrangement to, or otherwise permit agree or consent to occur do any of the foregoing actions described set forth in Sections 5.1(a) through 5.1(q)this Section 6.1.

Conduct of Business of the Company. Except as provided on Section 6.1 of the Company Disclosure Schedule, as otherwise expressly contemplated by provided in this Agreement or as consented to by Buyer in writingexcept with the prior consent of Parent, which consent shall not be unreasonably withheld or delayed, from the date hereof through of this Agreement to the ClosingEffective Time or the earlier termination of this Agreement, the Company shallwill conduct its business in the ordinary course. Without limiting the foregoing, until the Effective Time or the earlier termination of this Agreement the Company will not, and shall cause the Company Subsidiary will not permit any of its Subsidiaries to, without the prior consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) operate the Business solely declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a Company Subsidiary to its parent in accordance with applicable law and other than regular quarterly dividends declared in the ordinary course of business and in accordance consistent with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Personpractice; (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; (except pursuant to the exercise c) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, except for the cash-out of Company Stock Options outstanding on the date of this Agreement; (d) authorize for issuance, issue, deliver, sell, pledge or commit to issue otherwise encumber any shares of its capital stock or the capital stock of any of its Subsidiaries, any other voting securities or any securities convertible into shares of its capital stock into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securitiessecurities or equity equivalents (including without limitation stock appreciation rights) other than the issuance of shares upon the exercise of Company Stock Options outstanding on the date of this Agreement and in accordance with their present terms and the issuance of shares pursuant to the Company's Long-Term Incentive Plan as in existence as of the date hereof pursuant to commitments or awards already made; (e) amend its certificates or articles of incorporation, by-laws or other comparable charter or organizational documents; (f) subject to the provisions of this Agreement and except as described herein, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization which would be material to the Company and its Subsidiaries, taken as a whole; (g) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person in an amount in excess of $5,000,000, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for borrowings under current credit facilities, loans (including, without limitation, any options to acquire capital stockgrower loans or advances) and for lease obligations, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in each case incurred in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (gh) make any investment loans, advances or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwiseto, or by the purchase of any property or assets of investments in, any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyerperson, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than to the Company or any Company Subsidiary in an amount exceeding $5,000,000, except for loans (including, without limitation, grower loans or advances) made in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Businessadopt resolutions providing for or authorizing a liquidation or a dissolution, (ii) maintain existing relationships with material suppliers and customers except as part of the Company and others having business dealings with the Companya Transaction Proposal, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunderas defined below; or (rj) directly authorize any of, or indirectly take, commit or agree to take or otherwise permit to occur any of of, the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except (a) Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise expressly contemplated by the terms of this Agreement or as consented to by Buyer in writing, from the date hereof through the ClosingAgreement), the Company shall, and shall cause the Company Subsidiary its subsidiaries to, (a) operate the Business solely act and carry on their respective businesses in the usual, regular and ordinary course of business and in accordance consistent with past practice and (b) not take any action inconsistent use its and their respective reasonable best efforts to preserve substantially intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with this Agreement or the consummation of the Mergercustomers, suppliers, licensors, licensees, advertisers, distributors and others having significant business dealings with them. Without limiting the generality of the foregoing, except as specifically contemplated by during the period from the date of this Agreement or as consented to by Buyer in writingthe Effective Time of the Merger, the Company shall not, and shall cause not permit any of its subsidiaries (or Subsidiaries as set forth below) to, without the prior consent of Newco (which consent shall not be unreasonably withheld): (i) (x) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned domestic subsidiary of the Company Subsidiary not to: to its parent, (ay) incur split, combine or reclassify any indebtedness for borrowed money, capital stock of the Company or assume, guarantee, endorse, any subsidiary or otherwise become responsible for obligations issue or authorize the issuance of any other Personsecurities in respect of, in lieu of or in substitution for shares of capital stock of the Company or any subsidiary, or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, except, in the case of clause (z), for the Debt Offer and the purchase of the Senior Notes; (bii) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) authorize for issuance, issue, deliver, sell, pledge or commit to issue otherwise encumber any shares of its capital stock or the capital stock of any of its subsidiaries, any other voting securities or any securities convertible into shares of its capital stock into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securitiessecurities or equity equivalents (including without limitation stock appreciation rights) other than the issuance of Company Common Stock upon the exercise of Company Stock Options awarded but unexercised on the date of this Agreement and in accordance with their present terms (such issuances, includingtogether with the acquisitions of securities permitted under clause (i)(z) above, without limitation, any options being referred to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharesherein as "Permitted Changes"); (ciii) declareamend the certificate of incorporation, pay by-laws or incur other comparable charter or organizational documents of the Company or any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stocksubsidiary; (div) make acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any change to the Company's Certificate of Incorporation other manner, any business or Bylaws any corporation, partnership, joint venture, association or the Company Subsidiary's charter documentsother business organization or division thereof; (ev) mortgagesell, pledge lease, license, mortgage or otherwise encumber or subject to any Assets or sell, transfer, license Lien or otherwise dispose of any Assets of its properties or assets other than any such properties or assets the value of which do not exceed $100,000 individually and $1,000,000 in the aggregate, except for the sale or disposition sales of inventory to customers and receivables in the ordinary course of business consistent with past practice and except for the sale-leaseback of the land and buildings owned by Xxx-Xxxx Industrial Co., Ltd.; (vi) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for borrowings necessary to effect the Debt Offer and to repay the principal amount of the Senior Notes and pay the Make-Whole Premium, and for short-term borrowings incurred in the ordinary course of business consistent with past practice, or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned subsidiary of the Company; (fvii) cancelacquire or agree to acquire any assets, release other than inventory in the ordinary course of business consistent with past practice, that are material, individually or assign in the aggregate, to the Company and its subsidiaries taken as a whole, or make or agree to make any indebtedness owed capital expenditures except capital expenditures which, individually or in the aggregate, do not exceed the amount budgeted therefor in the Company's annual capital expenditures budget for 1997 previously provided to it or any claims or rights held by itNewco; (gviii) make pay, discharge or satisfy any investment claims (including claims of stockholders), liabilities or commitment of a capital nature either by purchase of stock obligations (absolute, accrued, asserted or securitiesunasserted, contributions to capital, property transfer contingent or otherwise), except for the payment, discharge or satisfaction of (x) liabilities or obligations in the ordinary course of business consistent with past practice or in accordance with their terms as in effect on the date hereof, (y) claims settled or compromised to the extent permitted by Section 4.01(a)(xii), or by the purchase waive, release, grant, or transfer any rights of any property material value or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 modify or make any change in any such Contract; (i) without the written consent of Buyermaterial respect any existing material license, which consent shall not be unreasonably withheldlease, (i) enter into contract or modify any employment Contractother document, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant consistent with past practice or (z) the Notes; (ix) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (x) enter into any new collective bargaining agreement or any successor collective bargaining agreement to employment arrangements existing as any collective bargaining agreement disclosed in Section 3.01(h)(ii) of the Disclosure Schedule; (xi) change any material accounting principle used by it; (xii) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) other than settlements or compromises of litigation where the amount paid (after giving effect to insurance proceeds actually received) in settlement or compromise does not exceed $100,000, (iii) pay provided that the aggregate amount paid in connection with the settlement or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plancompromise of all such litigation matters shall not exceed $250,000; (jxiii) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change engage in any method of accounting transaction with, or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxesarrangement, or consent to understanding with, directly or indirectly, any extension or waiver of the limitation period applicable to Company's affiliates, including, without limitation, any claim transactions, agreements, arrangements or assessment in respect understandings with any affiliate or other Person covered under Item 404 of Taxes; (o) commence any Action or Proceeding; (p) take any action SEC Regulation S-K that would cause any representation or warranty be required to be disclosed under such Item 404 other than such transactions of the Company same general nature, scope and magnitude as are disclosed in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunderSEC Documents; or (rxiv) directly authorize any of, or indirectly take, commit or agree to take or otherwise permit to occur any of of, the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except Without limiting the generality of Section 7.1, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as consented to required by Buyer in writing, from the date hereof through the Closing, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writingapplicable Law, the Company shall notnot take, and shall cause or permit any action prohibited by the Company Subsidiary not to: (a) incur terms of any indebtedness for borrowed moneyof the following, or assumeallow, guaranteecause or permit any of its Subsidiaries to take, endorse, cause or otherwise become responsible for obligations permit any action prohibited by the terms of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securitiesfollowing, includingin each case, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the prior written consent of Buyer, Dimensional (which consent shall not be unreasonably withheldwithheld or delayed): (a) enter into any material real property lease or material operating lease for personal property, or renew or amend any existing Real Property Lease or material operating lease for personal property; (b) sell, lease, license, mortgage, pledge, encumber or otherwise dispose of any properties or assets except for the sale, lease, license, encumbrance or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Company, or in the Ordinary Course of Business, including with respect to the terms and conditions of any such sale, lease, license, encumbrance or other disposition; (c) sell, transfer or lease any properties or assets (whether real, personal or mixed, tangible or intangible) to, or enter into any contract, arrangement or understanding with or on behalf of, any officer, director or employee of the Company, any of its Subsidiaries, any Affiliate of any of them, or any business entity in which the Company, any Subsidiary or any Affiliate of any of them, or any relative of any such Person, has any material, direct or indirect interest; (d) except as set forth in Section 7.2(d) of the Company Disclosure Letter, (i) enter into grant any exclusive rights with respect to any material Intellectual Property owned by or modify any employment Contract, licensed to the Company or (ii) pay divest any compensation material Intellectual Property owned by or licensed to the Company; (e) except as set forth in Section 7.2(e) of the Company Disclosure Letter, incur, assume or prepay any indebtedness for borrowed money or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for, any Employeesuch indebtedness of another Person, officer guarantee any debt securities of another Person, or director enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of trade payables in the Ordinary Course of Business; (f) make any material Tax election, change any material method of Tax accounting or settle or compromise any material Tax liability of the Company or any of its Subsidiaries, and, in any event, the Company shall consult with Dimensional before filing or causing to be filed any material Tax return of the Company or any of its Subsidiaries, except to the extent such Tax return is filed in the Ordinary Course of Business, and before executing or causing to be executed any agreement or waiver extending the period for assessment or collection of any material Taxes of the Company or any of its Subsidiaries; (g) except as may be required as a result of a change in Law or GAAP, make any change to the financial accounting principles or practices used by it, or to its credit practices or its methods of maintaining its books, accounts or business records; (h) except as may be required Law or GAAP, revalue in any material respect any of its assets, including writing off notes or accounts receivable other than in the ordinary course Ordinary Course of business and pursuant to employment arrangements existing as Business; (i) except in the Ordinary Course of the date of this AgreementBusiness, (iii) pay or agree to pay any bonusterminate, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into amend or modify (in any other material Employee Planrespect), or waive or release any material provision of, any Company Contract, or assign any material rights or claims thereunder; (j) enter into or modify any Contract that contains any non-competition, exclusivity or other arrangement with a Related Party“most favored nations” or similar terms or restrictions on the Company or its business, except for such terms or restrictions that would not restrict the business or assets of the Company and its Subsidiaries in any material respect following completion of the Merger and are entered into in the Ordinary Course of Business; (k) make except in the Ordinary Course of Business, enter into any change agreement containing any provision or covenant limiting in any method material respect the rights of accounting the Company or accounting practiceany of its Subsidiaries to (i) sell any products or services of or to any other Person, (ii) engage in any line of business, or (iii) compete with or obtain products or services from any Person or limiting the rights of any Person to provide products or services to the Company or any of its Subsidiaries, in each case, in any geographic area or during any period of time; (l) fail to comply with all material Laws applicable to the Assets except as set forth in Section 7.2(l) of the Company Disclosure Letter, engage in the conduct of any material new line of business or the Company Subsidiary and the Business consistent with past practicesdiscontinue any material existing line of business; (m) fail to use its commercially reasonable efforts to take any action that results in (i) maintain the Business, any of its representations and warranties set forth in this Agreement being or becoming untrue or (ii) maintain existing relationships with material suppliers and customers any of the Company and others having business dealings with conditions to the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing DateMerger set forth in Article VIII not being satisfied; (n) make except as set forth in Section 7.2(n) of the Company Disclosure Letter, authorize for issuance, issue, deliver, sell, pledge or change otherwise encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights (including stock appreciation rights), rights to purchase or otherwise) any election capital stock of the Company or rights to acquire such securities, or enter into any other agreements or commitments of any character obligating it to issue any such securities or rights, or enter into any amendment of any term of any currently outstanding capital stock of the Company or rights to acquire such securities, other than issuances of Company Common Stock upon the exercise or conversion of Company Options, Restricted Shares, Warrants or Series A Preferred Stock existing on the date hereof in accordance with their present terms; (o) combine, split or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of Taxesor in substitution for any capital stock, other than dividends and distributions made by any Subsidiary of the Company to the Company or another Subsidiary in the Ordinary Course of Business; (p) (i) pay, declare or establish a record date for any dividend or make any other distribution, or (ii) redeem, purchase or otherwise acquire any of its securities or any securities of its Subsidiaries, except (A) dividends paid by any Subsidiaries of the Company to the Company or any other Subsidiary and (B) the acceptance of shares of Company Common Stock as payment for the exercise price of Company Options or for withholding taxes incurred in connection with the exercise of Company Options or the vesting of Restricted Shares, in each case in accordance with the terms of the applicable award agreements and the Company Stock Plan; (q) adopt or change implement any material accounting method stockholder rights plan, “poison pill,” or other anti-takeover plan, arrangement or mechanism that, in respect each case, is applicable to Dimensional and/or Merger Sub; (r) cause, permit or propose to adopt any amendments to the Company Charter Documents other than as expressly contemplated by this Agreement; (s) except as disclosed in Section 7.2(s) of Taxesthe Company Disclosure Letter, and other than in the Ordinary Course of Business, as required by applicable Law or required pursuant to the terms of any plan, program, contract arrangement or agreement existing on the date hereof, (i) grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any current or former director of the Company or any of its Subsidiaries; (ii) grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any officer, employee or consultant of the Company or any of its Subsidiaries; (iii) adopt, enter into or amend any Tax allocation Company Stock Plan; (iv) increase, reprice or accelerate the payment or vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under any Company Stock Plan; (v) enter into or amend any severance, termination or bonus agreement or grant any severance, termination pay or bonus to any officer, director, consultant or employee of the Company or any of its Subsidiaries; (vi) enter into or amend any employment, change in control, retention or any similar agreement or any collective bargaining agreement, Tax sharing agreementor grant any retention pay to any officer, Tax indemnity agreement director, consultant or closing agreementemployee of the Company or any of its Subsidiaries; (vii) pay or, except with respect to new employees or directors, award any pension or retirement allowance; or (viii) except as provided in Section 4.3(a), grant, issue, accelerate, amend or change the period for the exercise of, or vesting of, any Company Option or Restricted Share or any other right to acquire Shares or other equity or voting securities of the Company or otherwise authorize cash payments in exchange for any of the foregoing; provided that the Company may amend or modify any Company Stock Plan to avoid the possible imposition of taxes or penalties under Section 409A of the Code so long as such amendment or modification does not increase the cost to the Company under the applicable Company Stock Plan; or (t) commence, settle or compromise any pending or threatened litigation or other proceedings before a Governmental Entity, or pay, discharge or satisfy or agree to pay, discharge or satisfy any claim, noticeliability, audit report obligation (whether absolute, accrued, asserted or assessment unasserted, contingent or otherwise) by or against the Company or any Subsidiary of the Company or relating to any of their businesses, properties or assets (whether real, personal or mixed, tangible or intangible), in either case, for an amount in excess of (i) $50,000 with respect of Taxesto any single litigation, proceeding, claim, liability or obligation, or (ii) $250,000 in the aggregate with respect to all litigations, proceedings, claims, liabilities or obligations, or enter into any consent to decree, injunction or similar restraint or form of equitable relief settlement of any extension threatened or waiver of the limitation period applicable to any claim pending litigation, suit or assessment in respect of Taxesother proceeding, except for such consent decrees, injunctions, restraints or equitable relief which would not constitute a Company Material Adverse Change; (ou) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, authorize, or agree in writing or otherwise to take or otherwise permit to occur authorize, any of the actions described prohibited in Sections 5.1(a7.2(a) through 5.1(q(t).

Conduct of Business of the Company. Except From the date hereof until the Closing Date, except as otherwise expressly contemplated by this Agreement any Transaction Document or as consented to by Buyer in writing, from with the date hereof through the Closing, the Company shall, and prior written consent of Tencent (which consent shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement be unreasonably withheld or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writingdelayed), the Company shall not, and each of the Key Holder and the Company shall cause each of the Company Subsidiary Group Companies not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Personamend its organizational documents; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) split, combine or commit to issue reclassify any shares of its capital stock or Equity Security in any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharesGroup Company; (c) declare, pay set aside or incur any obligation to pay any dividend or other distribution on its capital stock (whether in cash, stock, property or declare, make or incur any obligation to make combination thereof) in respect of the Equity Securities in any distribution or redemption with respect to capital stockGroup Company; (d) make redeem, repurchase or otherwise acquire any change to Equity Securities in the any Group Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgageissue, pledge deliver or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for Equity Securities in any Group Company, other than the sale issuance of any Equity Securities of any wholly-owned Subsidiary of the Company to the Company or disposition any other wholly-owned Subsidiary of inventory to customers in the ordinary course of business and consistent with past practiceCompany; (f) cancel, release or assign amend any indebtedness owed to it or term of any claims or rights held by itEquity Securities in any Group Company; (g) make acquire (by merger, consolidation or otherwise), directly or indirectly, any investment or commitment of a capital nature either by purchase of stock or assets, securities, contributions to capitalproperties, property transfer interests or otherwisebusinesses, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as consistent with past practice; (h) sell, lease or otherwise dispose of, or create or incur any Encumbrance on, any assets, securities, properties or interests of any Group Company, other than in the date ordinary course of this Agreementbusiness consistent with past practice; (i) make any loans, (iii) pay advances or agree to pay any bonuscapital contributions to, incentive compensationor investments in, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee PlanPerson; (j) enter into create, incur, assume, suffer to exist or modify otherwise be liable with respect to any Contract or Indebtedness, other arrangement than in the ordinary course of business consistent with a Related Partypast practice; (k) hire any employee or consultant or adopt, establish, enter into, amend, terminate or increase the benefits under any employee benefit plan, practice, program, policy or Contract; (l) make any material change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practicespractice used by such Group Company; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships enter into any contract or other transaction with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Datean Affiliate; (n) make make, change or change revoke any election material Tax election, enter into, request or obtain any “closing agreement” with any Governmental Authority in respect of Taxes, adopt or change file any material accounting method amended Tax return, incur any Liability for Tax other than in respect the ordinary course of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, business or consent to any extension or waiver of the limitation limitations period applicable to any Tax claim or assessment in respect of Taxesassessment; (o) commence initiate or settle any Action involving or Proceeding;against any Group Company; or (p) take any action that would cause any representation agree, commit or warranty of the Company in this Agreement offer to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur do any of the actions described in Sections 5.1(a) through 5.1(q)foregoing.

Conduct of Business of the Company. Except as otherwise expressly contemplated by During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or as consented to by Buyer in writing, from the date hereof through the Closing, the Company shallagrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business as a going concern in the Ordinary Course of Business, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use Commercially Reasonable Efforts and policies to preserve intact its present business organization, keep available the services of its present directors, employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Closing. The Company shall cause the Company Subsidiary to, (a) operate the Business solely promptly notify Parent of any event or occurrence or emergency not in the ordinary course Company’s Ordinary Course of business Business, and in accordance with past practice and (b) not take any action inconsistent with this Agreement or material event involving the consummation of the MergerCompany. Without limiting the generality of the foregoing, except Except as specifically expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, the Company shall notnot (including, and shall cause as applicable, pursuant to a resolution of the Company’s shareholders’ meeting approved by the Company Subsidiary not toStockholders), without the prior written consent of Parent: (a) incur enter into any indebtedness for borrowed moneycommitment, activity or assume, guarantee, endorse, or otherwise become responsible for obligations transaction not in the Ordinary Course of any other PersonBusiness; (b) issue (except transfer to any person or entity any rights to any Company Intellectual Property or enter into any agreement with respect to Company Intellectual Property with any person or entity, in each case, other than pursuant to non-exclusive end-user licenses in the exercise Ordinary Course of Business; (c) terminate any employees other than for cause or encourage any employees to resign from the Company; (d) amend, terminate or otherwise modify, or violate the terms of, any of the Company Options outstanding on the date of this Agreementagreements set forth or described in Schedule 2.12(a) or commit Schedule 2.25; (e) commence or settle any litigation or Proceeding, other than litigation or a Proceeding to collect debts in the Ordinary Course of Business; (f) declare, set aside or pay any dividends or tantièmes 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, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock (or options, warrants or other rights exercisable therefor), or increase or decrease the Company’s capital; (g) issue, sell, grant, contract to issue, grant or sell, or authorize the issuance, delivery, sale or purchase of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing or any other securities or any securities convertible into shares (other than the issuance of its capital stock or any other securities, including, without limitation, any options Company Capital Stock pursuant to acquire capital stock, accelerate the vesting terms of any Company Options, or reserve for issuance additional sharesWarrants disclosed on Schedule 2.2(j) upon the valid exercise thereof pursuant to the terms thereof); (ch) cause or permit any amendments to its Articles of Association or organizational documents; (i) wind up, merge or split the Company; (j) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets other than in the Ordinary Course of Business; (k) sell, lease, license or otherwise transfer any of the assets or properties of the Company which are not Company Intellectual Property other than the sale of inventory in the Ordinary Course of Business, including the performance of obligations under contractual arrangements listed in Schedule 2.12(a) or Schedule 2.25 existing as of the date hereof, or create any security interest in such assets or properties; (l) contribute or sell the Company’s business as a whole (algemeenheid) or any division of the Company (bedrijfstak); (m) grant any loan to any person or entity, incur any indebtedness or guarantee any indebtedness, issue or sell any debt securities, guarantee any debt securities of others, create any overall pledges on its assets (pand op handelszaak), purchase any debt securities of others or amend the terms of any outstanding agreements related to borrowed money, except for advances to employees for travel and business expenses in the Ordinary Course of Business; (n) grant (whether in cash, stock, equity securities or property) any severance or termination pay (i) to any director or (ii) to any employee, consultant or advisor or increase (whether in cash, stock, equity securities or property) the salary or other compensation payable or to become payable by the Company to any of its directors, employees, consultants or advisors, or declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution commitment or redemption with respect obligation of any kind for the payment (whether in cash, stock, equity securities or property) by the Company of a bonus or other additional salary or compensation to capital stockany such person, or adopt or amend any Company Employee Plan or enter into any Employee Agreement; (do) revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the Ordinary Course of Business; (p) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting its valuation rules or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company policies or the Company Subsidiary and the Business consistent with past practices; (mq) fail to use its commercially reasonable efforts to (i) maintain pay, discharge or satisfy, in an amount in excess of $100,000 individually any Liability, other than the Businesspayment, (ii) maintain existing relationships with material suppliers and customers discharge or satisfaction in the Ordinary Course of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill Business of the Business so that such relationships and goodwill will be preserved on and after the Closing Datepurchase orders involving $250,000 or less individually or disclosed in Schedule 2.12(a)(xi); (nr) make or change any material election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing settlement agreement, settle or compromise any claim, notice, audit report claim or assessment in respect of Taxes, amend a Tax Return or file a claim for refund, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (os) commence enter into any Action strategic alliance, joint development or Proceedingjoint marketing arrangement or agreement; (pt) take any action that would cause any representation fail to pay or warranty of otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith and with respect to which adequate reserves are established and reflected in the Company in this Agreement to be or become untrue in any material respectInterim Financials; (qu) knowingly take waive any rights with a value in excess of $20,000 individually or $50,000 in the aggregate; (v) cancel, amend or renew any insurance policy other than renewals in the Ordinary Course of Business or allow any such insurance policy to expire; (w) relocate the Company’s registered office; (x) change any pricing or royalties set or charged by the Company to its customers or licensees; (y) alter its interest in any corporation, association, joint venture, profit sharing, partnership or business entity in which the Company directly or indirectly holds any interest on the date hereof; or (z) take, or agree in writing or otherwise to take, any of the actions described in Sections 5.1(a) through (y) above, or any other actions action that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly hereunder or indirectly take, agree to take or otherwise permit to occur cause any of the actions described representations and warranties of any Company Stockholder (including, for the avoidance of doubt, any Class A Stockholder) in Sections 5.1(a) through 5.1(q)this Agreement or in any of the Warrantholder Stock Purchase Agreements to be inaccurate as of the Closing.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingSchedule 6.1, from during the date hereof through the ClosingInterim Period, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to in writing by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: Purchaser (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course in substantially the same manner heretofore conducted. Without limiting the generality of the immediately preceding sentence and except as set forth on Schedule 6.1, during the Interim Period, the Company shall not, except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed): (a) incur, guarantee, issue any notes, bonds or other debt securities or otherwise become liable for any Indebtedness (other than pursuant to the Credit Facilities,); (b) (i) sell, transfer or issue to any Person (or authorize any of the foregoing), (ii) redeem or otherwise acquire or (iii) split, combine, subdivide or reclassify any capital stock or other equity securities of the Company or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (c) form any Subsidiaries; (d) mortgage or pledge any of its material properties or assets (tangible or intangible) or subject them to any Lien, except for operating leases to the extent such mortgage or pledge results in a Permitted Lien; (e) sell, assign, lease, license or otherwise dispose of any of its tangible or intangible properties or material assets (other than Intellectual Property), except for sales of inventory in the ordinary course of business; (f) sell, assign, transfer, license, abandon or dedicate to the public, allow to lapse or otherwise dispose of any Intellectual Property, other than licenses of Intellectual Property in the ordinary course of business; (g) acquire (other than as a result of a capital expenditure), any asset with a value in excess of $75,000 individually or $175,000 in the aggregate; (h) forgive, cancel, compromise, waive or release any debts, claims or rights in excess of $75,000; (i) acquire (i) any Person (by merger or consolidation) or (ii) a material portion of the equity securities or assets of any Person; (j) make any capital expenditures or commitments therefor in excess of the aggregate amount set forth in, or fail to make any capital expenditures contemplated by, the Company’s budget for fiscal year 2020 set forth on Schedule 6.1(j); (k) (i) make (A) any loans or advances to, (B) guarantees for the benefit of, or (C) any investments in, (ii) sell, transfer, license or lease any of its assets to or (iii) enter into any other transactions with any Affiliate, stockholder, officer, or director of the Company, or any individual of any such Person’s immediate family, or any entity in which any such Person owns a controlling interest, in each case in excess of $75,000 in the aggregate; (l) except as required pursuant to the terms of any Employee Benefit Plan in effect on the date of this Agreement or applicable Law, (i) grant or announce any increase in compensation or benefits of any director, officer, employee or consultant of the Company other than non-material increases in base compensation to non-officer employees made in the ordinary course consistent with past practice, (ii) enter into or modify amend any employment Contractemployment, severance or termination agreement with any director, officer, employee or consultant of the Company or (iii) terminate, establish, adopt, enter into or amend any Employee Benefit Plan; (m) amend or authorize any amendment to its Governing Documents; (n) change or authorize any change in its financial accounting practices or method of accounting for any items in the preparation of the financial statements of the Company; (o) enter into any settlement, conciliation or similar agreement involving pending or threatened Proceedings or waive any rights having a value in excess of $75,000; (p) adopt a plan or agreement of, or resolutions providing for or authorizing, a complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization, or winding up of the Company; (q) enter into, terminate, amend or waive any rights or grant any consent under any Material Contract or enter into a new Contract that would be a Material Contract if it existed on the date hereof, except for (i) new Contracts with customers or clients of the Company or (ii) pay amendments that are not adverse in any compensation material respect to the Company; (r) make, authorize, set aside for payment or declare any dividend, except for the Special Dividend; (s) enter into any Employeenew line of business; (t) terminate, officer renew, amend, modify or director replace any Material Permit other than replacements and renewals in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement consistent with a Related Party; (k) make any change in any method of accounting or accounting past practice; (lu) (i) fail to comply with maintain in full force and effect in all material Laws applicable to the Assets of the Company respects or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain replace or renew, the BusinessInsurance Policies, or (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so act or fail to act in a way that such relationships and goodwill will be preserved on and after the Closing Date;would cause any coverage under Insurance Policies to lapse (nv) (i) make or change any election in respect of Taxesmaterial Tax election, adopt or (ii) change any annual Tax accounting period or material accounting method in respect of TaxesTax accounting, enter into (iii) amend or otherwise modify of any material Tax allocation agreementReturn, (iv) file any ruling or similar request with any Governmental Entity that relates to Tax sharing agreementmatters, Tax indemnity agreement or closing agreement, (v) settle or compromise any claimmaterial Tax audit or other material Tax Proceeding, notice(vi) enter into any material closing agreement or initiate any voluntary disclosure or similar program related to any Tax matters, audit report (vii) surrender any right to claim a Tax refund, offset or assessment other reduction in respect of Taxes, Tax liability in any material amount or (viii) consent to any extension or waiver of the limitation statute of limitations period applicable to any material Tax claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunderassessment; or (rw) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described above in Sections 5.1(aclauses (a) through 5.1(q)(v) of this Section 6.1.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement Agreement, as expressly agreed to in writing by Parent or in connection with the Disposition, or as consented to by Buyer described in writingSection 5.01 of the Company Disclosure Schedule, during the period from the date hereof through of this Agreement until the ClosingEffective Time, the Company shallwill, and shall will cause the Company Subsidiary each of its subsidiaries to, (a) operate the Business solely in the conduct its operations according to its ordinary and usual course of business and in accordance consistent with past practice and (b) not take any action inconsistent use its and their respective commercially reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with this Agreement or the consummation of the Mergercustomers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with them and to preserve goodwill. Without limiting the generality of the foregoing, and except as specifically contemplated (x) otherwise expressly provided in this Agreement, (y) required by this Agreement law, or as consented to by Buyer (z) set forth in writingSection 5.01 of the Company Disclosure Schedule, the Company shall will not, and shall will cause its subsidiaries not, without the Company Subsidiary not consent of Parent, to: (a) incur (i) declare, set aside or pay any indebtedness for borrowed moneydividends on, or assumemake any other actual, guaranteeconstructive or deemed distributions in respect of, endorseany of its capital stock, or otherwise become responsible for obligations of make any payments to its stockholders in their capacity as such, other Person; (b) issue (except pursuant than dividends declared prior to the exercise of the Company Options outstanding on the date of this Agreement, (ii) split, combine or commit to reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into shares into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or equity equivalent (other than in connection with the exercise of options outstanding prior to the date hereof in accordance with their current terms); (c) amend its Articles of Organization or By-Laws; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that in the aggregate have a value in excess of 1% of the Company's assets; (e) except for the Disposition and in the ordinary course of business, sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its capital stock assets that in the aggregate have an excess of 1% of the Company's assets; (f) amend or otherwise modify, or terminate, any material Contract, or enter into any joint venture, lease or management agreement or other material agreement of the Company or any of its subsidiaries (other securitiesthan the Employment Agreement); (g) except in the ordinary course of business under the Company's existing line of credit (including letters of credit), incur any additional indebtedness (including for this purpose any indebtedness evidenced by notes, debentures, bonds, leases or other similar instruments, or secured by any lien on any property, conditional sale obligations, obligations under any title retention agreement and obligations under letters of credit or similar credit transaction) in a single transaction or a group of related transactions, enter into a guaranty, or engage in any other financing arrangements having a value in excess of 1% of the Company's assets, or make any loans, advances or capital contributions to, or investments in, any other person; (h) alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership; (i) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (j) revalue any of its assets, including, without limitation, any options to acquire capital stock, accelerate writing down the vesting value of any Company Options, its inventory or reserve for issuance additional shares; (c) declare, pay writing off notes or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director accounts receivable other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Partybusiness; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Businesstax election, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxesannual tax accounting period, adopt or change amend any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreementtax return, settle or compromise any claimincome tax liability, noticeenter into any closing agreement, audit report settle any tax claim or assessment in respect of Taxesassessment, surrender any right to claim a tax refund or fail to make the payments or consent to any extension or waiver of the limitation limitations period applicable to any tax claim or assessment assessment; (l) except in respect the ordinary course of Taxesbusiness, settle or compromise any pending or threatened suit, action or claim with a cost of $100,000 or more; (m) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice; (n) increase in any manner the compensation or fringe benefits of any of its directors or officers or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing savings, severance, incentive or other or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than increases in the compensation of employees who are not officers or directors of the Company or any of its subsidiaries made in the ordinary course of business consistent with past practice, or, except to the extent required by law, voluntarily accelerate the vesting of any compensation or benefit, or grant any loans or increases to any outstanding loans to any of the Company's or its subsidiaries, directors or officers; (o) commence waive, amend or allow to lapse any Action term or Proceedingcondition of any confidentiality, "standstill," consulting, advisory or employment agreement to which the Company is a party; (p) take approve any action that would cause any representation or warranty of annual operating budgets for the Company in this Agreement to be or become untrue in any material respectand its subsidiaries; (q) knowingly take change the Company's dividend policy; (r) enter into any transaction with affiliates; (s) enter into any business other than the business currently engaged in by the Company; (t) pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against it in an involuntary case, (iii) consent to the appointment of a custodian of it or for all or substantially all of its property or (iv) make a general assignment for the benefit of its creditors; (u) purchase or lease or enter into a binding agreement to purchase or lease any real property; (v) enter into or amend, modify or terminate any employment, consulting or independent contractor agreement, arrangement or understanding with any officer, director, or any relative thereof, or employee; (w) enter into any development agreement, option relating to new development or any other actions that obligation relating to new development which in the aggregate would prevent have a cost to the Company from performing in excess of 1% of the Company's assets; (x) make any capital contributions, loans or cause the Company not to perform its agreements and covenants hereunderother payments to, or on account of Quail; or (ry) directly or indirectly take, or agree to take in writing or otherwise permit to occur take, any of the foregoing actions. During the period from the date of this Agreement through the Effective Time, (i) as reasonably requested by Parent so as not to interfere with ongoing operations of the Company, the Company shall confer on a regular basis with one or more representatives of Parent with respect to material operational matters; (ii) the Company shall, within 30 days following each fiscal month, deliver to Parent management prepared unaudited financial statements as to the Company, including an income statement and balance sheet for such month; and (iii) upon obtaining knowledge of any material adverse change to the Company, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein, the Company shall promptly notify Parent thereof. The Company shall have the right to update the Company Disclosure Schedule between the date hereof and the Effective Time to reflect actions described in Sections 5.1(a) through 5.1(q)taken by the Company and its subsidiaries which are permitted to be taken pursuant to this Section 5.01.

Conduct of Business of the Company. (a) Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through of this Agreement to the ClosingEffective Time, the Company shallshall operate, and shall cause the Company each Subsidiary toto operate, (a) operate the Business solely its business in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Mergerbusiness. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as specifically expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, the Company shall not, and shall cause without the Company Subsidiary not toprior written consent of Parent: (ai) (x) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of the Company's outstanding capital stock, except for the Company's regular dividend to stockholders (y) split, combine or reclassify any of its outstanding 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 outstanding capital stock, or (z) purchase, redeem or otherwise acquire any shares of outstanding capital stock or any rights, warrants or options to acquire any such shares; (ii) issue, sell, grant, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, except for the issuance of shares of Common Stock upon exercise of Warrants outstanding prior to the date of this Agreement and disclosed in Section 3.1(c), or take any action that would make the Company's representations and warranties set forth in Section 3.1(c) not true and correct in all material respects; (iii) amend its Restated Certificate of Incorporation or By-laws or other comparable charter or organizational documents; (iv) acquire any business or any corporation, partnership, joint venture, association or other business organization or division thereof (or any interest therein), or form any subsidiaries; (v) sell or otherwise dispose of any of its substantial assets, except in the ordinary course of business, or as disclosed in Section 4.1(a)(v) of the Disclosure Schedule; (vi) make any capital expenditures or commitments with respect thereto, except capital expenditures or commitments not exceeding $20,000,000 in the aggregate as the Company may, in its discretion, deem appropriate; (vii) (x) incur any indebtedness for borrowed moneymoney or guaranty any such indebtedness of another person, other than (A) borrowings in the ordinary course under existing lines of credit (or under any refinancing of such existing lines), (B) indebtedness owing to, or assumeguaranties of indebtedness owing to, guarantee, endorsethe Company or (C) in connection with the Financing, or otherwise become responsible for obligations of (y) make any loans or advances to any other Personperson, other than to the Company and other than routine advances to employees, except in the case of either (x) or (y) as disclosed in Section 4.1(a)(vii) of the Disclosure Schedule; (bviii) issue (except pursuant grant or agree to the exercise of the Company Options outstanding on the date of this Agreement) grant to any employee any increase in wages or commit to issue any shares of its capital stock bonus, severance, profit sharing, retirement, deferred compensation, insurance or any other securities compensation or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Optionsbenefits, or reserve for issuance additional shares; (c) declareestablish any new compensation or benefit plans or arrangements, pay or incur amend or agree to amend any obligation to pay any dividend existing Company Plans, except as may be required under existing agreements or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practicepractices; (fix) cancelmerge, release amalgamate or assign consolidate with any indebtedness owed to it other entity in any transaction, sell all or any claims substantially all of its business or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwiseassets, or by acquire all or substantially all of the purchase of any property business or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (ix) enter into or modify amend any employment Contractemployment, (ii) pay consulting, severance or similar agreement with any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Planindividual; (jxi) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of its accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue policies in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder, except as required by generally accepted accounting principals; or (rxii) directly commit or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except as otherwise expressly contemplated by ---------------------------------- this Agreement, during the period commencing on the date of this Agreement and continuing until the Cut-Off Date or as consented to by Buyer until the termination of this Agreement in writing, from the date hereof through the Closingaccordance with its terms, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely conduct its operations in the ordinary and usual course of business and in accordance consistent with past practice practice, and (b) not take any action inconsistent the Company will endeavor to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relations with this Agreement or the consummation of the Mergersuppliers, contractors, distributors, licensors, licensees, customers and others having business relationships with it. Without limiting the generality of the foregoing, foregoing and except as specifically contemplated by provided in this Agreement or as consented Agreement, prior to by Buyer in writingthe Cut-Off Date, the Company shall notnot directly or indirectly do, and shall cause or propose to do, any of the Company Subsidiary not tofollowing, without the prior written consent of Parent: (a) incur Declare or pay any indebtedness for borrowed money, dividends on or assume, guarantee, endorse, or otherwise become responsible for obligations make any other distribution in respect of any other Personof the capital stock of the Company; (b) issue (except pursuant to Split, combine or reclassify any of the exercise capital stock of the Company Options outstanding on or issue or authorize any other securities in respect of, in lieu of or in substitution for, shares of the date capital stock of this Agreement) the Company or commit to issue repurchase, redeem or otherwise acquire any shares of its the capital stock of the Company; (c) Issue, deliver, encumber, sell or purchase any other securities shares of the capital stock of the Company or any securities convertible into into, or rights, warrants, options or other rights of any kind to acquire, any such shares of its capital stock stock, other convertible securities or any other securities, ownership interest (including, without limitation, any options to acquire capital stock, accelerate phantom interest) (other than the vesting issuance of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stockCommon Stock upon the exercise of outstanding Stock Options and Warrants); (d) make any Amend or otherwise change to the Company's Certificate its Articles of Incorporation Organization or Bylaws (or the Company Subsidiary's charter documentsother comparable organizational document); (e) mortgageAcquire or agree to acquire by merging or consolidating with, pledge or otherwise encumber by purchasing a substantial portion of the assets of, or by any Assets other manner, any business or sellany corporation, transferpartnership, association or other business organization or division thereof; (f) Sell, lease, license or otherwise dispose of any Assets of its assets (including the Company IP Rights), other than in the ordinary course of business consistent with its past practices; (g) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities of the Company or guarantee any debt securities of others, other than in the ordinary course of business consistent with past practice; (h) Enter into any contract or agreement other than in the ordinary course of business consistent with past practice; (i) Authorize any single capital expenditure which is in excess of $50,000 or capital expenditures which are, in the aggregate, in excess of $150,000; (j) Increase the compensation payable or to become payable to its officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the sale Company who are not officers of the Company, or disposition grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of inventory to customers the Company, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (k) Take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to cash management, the payment of accounts payable and the collection of accounts receivable); (fl) cancelMake any tax election or settle or compromise any material federal, release state, local or assign any indebtedness owed to it foreign income tax liability, or execute or file with the IRS or any claims other taxing authority any agreement or rights held by itother document extending, or having the effect of extending, the period of assessment or collection of any taxes; (gm) make any investment Amend or commitment modify the warranty policy of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other PersonCompany; (hn) terminate Pay, discharge, satisfy, settle or compromise any Contract listed on Disclosure Schedule 3.11 suit, claim, liability or make any change in any such Contract; obligation (i) without the written consent of Buyerabsolute, which consent shall not be unreasonably withheldaccrued, (i) enter into asserted or modify any employment Contractunasserted, (ii) pay any compensation to contingent or for any Employeeotherwise), officer or director other than the payment, discharge or satisfaction, in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain practice, of liabilities reflected or reserved against in the BusinessCompany's balance sheet dated as of June 29, (ii) maintain existing relationships with material suppliers and customers of 1997 as filed by the Company and others having business dealings with the CompanySEC in its Annual Report on Form 10-K for its fiscal year ended June 29, 1997 or subsequently incurred in the ordinary course of business and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;consistent with past practice; or (o) commence any Action or Proceeding; (p) take Take any action that would cause result in any representation or warranty of the representations and warranties of the Company set forth in this Agreement to be or become becoming untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing respect or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur in any of the actions described conditions to the Offer or any of the conditions to the Merger set forth in Sections 5.1(a) through 5.1(q)Article VII not being satisfied.

Conduct of Business of the Company. Except as otherwise expressly contemplated by provided in this Agreement or as consented to by Buyer in writing(including, from the date hereof through the Closingbut not limited to, Section 4.7 and 8.10), the Company shall, and shall Riedel will cause the Company Subsidiary to, : (a) operate the Business solely business of the Company in the ordinary course consistent with past practices; (b) not issue, sell or pledge, or authorize or propose the issuance, sale or pledge of: (i) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company for Shares, other than Shares issuable pursuant to the terms of outstanding Options hereof; or (ii) any other securities in respect of, in lieu of or in substitution for the Shares outstanding on the date hereof; (c) not purchase or otherwise acquire, or propose to purchase or otherwise acquire, any of its outstanding securities (including the Shares); (d) not split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or distribution on any shares of capital stock of the Company; (e) not propose or adopt any amendments to the Articles of Incorporation or By-Laws of the Company; (f) not make any acquisition of a material amount of assets (by merger, consolidation or acquisition of stock or assets) or securities, any disposition of a material amount of assets or securities or any material change in its capitalization, or enter into a material contract or release or relinquish any material contract rights not in the ordinary course of business (except as permitted pursuant to Section 5.2); (g) not incur any liability or obligation (absolute, accrued, contingent or otherwise) other than in the ordinary and in accordance usual course of business and either consistent with past practice and (b) not take any action inconsistent with this Agreement or in the consummation reasonable business judgment of the Merger. Without limiting the generality officers of the foregoing, except as specifically contemplated by this Agreement Company (including borrowing in the ordinary course pursuant to existing loan agreements or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (adebt instruments) incur or issue any indebtedness for borrowed money, debt securities or assume, guarantee, endorse, endorse or otherwise as an accommodation become responsible for the obligations of any other Personindividual or entity in any case in an amount material to the Company, taken as a whole; (bh) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) not make any change in accounting methods, principles or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharespractices; (ci) declarenot other than as contemplated or permitted by this Agreement: (i) enter into any new employment agreements with any officers, pay directors or incur key employees or grant any obligation material increases in the compensation or benefits to pay any dividend or distribution on its capital stock or declareofficers, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers directors and key employees other than increases in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, ; (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any such director, officer or key employee in amounts material to the Company; (iii) commit itself (other than pursuant to any collective bargaining agreement) to any additional pension, profit-sharing bonus, incentive extra compensation, service awardincentive, severancedefined compensation, "stay bonus" stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other like employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any director, officer or key employee, whether past or present, in amounts material to the Company; or (iv) enter into except as required by applicable law, amend in any material respect any such plan, agreement or modify any other material Employee Plan;arrangement; or (j) enter into agree in writing to or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail otherwise to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any actions in violation of this Section 5.1 or any action that which would cause make any representation or warranty of the Company in this Agreement to be untrue or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)incorrect.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingwith the prior written consent of Optionee, which consent shall not be unreasonably withheld, during the period from the date hereof through of this Agreement to the ClosingClosing Date, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely conduct its operations only in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or shall use its reasonable best efforts to preserve intact the consummation business organization of the MergerCompany, to keep available the services of the present officers and key employees of the Company, and to preserve the good will of customers, suppliers and all other persons having business relationships with the Company. Without limiting the generality of the foregoing, and except as specifically otherwise contemplated by this Agreement or as consented Agreement, prior to by Buyer in writingthe Closing Date, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the prior written consent of BuyerOptionee, which consent shall not be unreasonably withheldwithheld and shall not fail to take into account the desire of the parties to operate their business independently if this Option is not exercised: (a) amend or otherwise change the Company's certificate of incorporation or bylaws; (b) except as contemplated by this Agreement, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of the Company capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the Company capital stock, or any other ownership interest (including, without limitation, any phantom interest) of the Company, any subsidiary or any of its affiliates; (c) sell, pledge, dispose of or encumber any assets or inventory of the Company (except for (i) sales of assets or inventory in the ordinary course of business, (ii) dispositions of obsolete or worthless assets, and (iii) pledges of assets pursuant to existing agreements, or agreements the Company is permitted to enter into in connection with the purchase of assets), or take any action that would reasonably be expected to result in any damage to, destruction or loss of any material asset of the Company (whether or not covered by insurance); (d) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of the Company capital stock, (ii) split, combine or reclassify any of the Company capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company capital stock, (iii) amend the terms of, repurchase, redeem or otherwise acquire any of its securities, except in accordance with preexisting commitments as of the date hereof, or propose to do any of the foregoing; (e) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any Entity or division thereof, or enter into or amend any contract to effect any such acquisition, (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee (other than guarantees of bank debt of a subsidiary entered into in the Ordinary Course of Business) or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, except in each case in the ordinary course of business (including pursuant to existing credit lines and lease facilities); (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Entity; (iv) except in the Ordinary Course of Business or otherwise provided or permitted by this Agreement, enter into or amend any material Contract which provides for the sale, license, or purchase by the Company of assets; (v) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $10,000; (vi) except in the ordinary course of business, license, grant or sell any right to use or otherwise encumber in any manner whatsoever the Company's rights to the intellectual property, including all updates, revisions, or modifications thereof, granted to the Company pursuant to the HA License Agreement or any other intellectual property or proprietary rights now owned or subsequently developed or created by the Company (the "HA Intellectual Property") (by way of example, entering into a license agreement with respect to the HA Intellectual Property similar to the terms contemplated in the proposed agreement between HomeAccess and Portland General Electric Company, shall be considered a license entered into in the ordinary course of business); or (vii) enter into or modify amend any Contract to effect any of the matters prohibited by this Section 3(e); (f) increase the compensation payable or to become payable to its officers or employees, except for increases in salary or wages of employees of the Company who are not executive officers of the Company in the ordinary course of business or grant any severance or termination pay to, or enter into any employment Contract, (ii) pay or severance agreement with any compensation to or for any Employeedirector, officer (except for officers who are terminated on an involuntary basis), or, in the ordinary course of business, establish, adopt, enter into or director amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, except, in each case, as may be required by law; (g) take any action to change accounting policies or procedures (including, without limitation, procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable); (h) settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations; (i) pay, discharge or satisfy any claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business; (j) engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect, any of the transactions contemplated by this Agreement; (k) undertake any revaluation of any of the Company's assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practicebusiness; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxestake, or consent agree in writing or otherwise to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a3(a) through 5.1(q(k).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writing, from the date hereof through the Closing, the Company shall, and shall cause the each Company Subsidiary to, (a) operate the Business solely in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the each Company Subsidiary not to:: 42 (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options or Company Warrants outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharesshares under the Company Stock Plans; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the charter documents of any Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule DISCLOSURE SCHEDULE 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the any Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer the extent that the Parent otherwise consents in writing, which consent shall not be unreasonably withheld, during the period from the date hereof through of this Agreement to the ClosingEffective Time, the Company shall, and shall cause the each Company Subsidiary to, (a) operate the Business solely in the shall conduct their respective operations according to their ordinary and usual course of business and in accordance consistent with past practice practice, and (b) not take any action inconsistent the Company and each Company Subsidiary shall use commercially reasonable efforts to preserve intact in all material respects their respective business organizations, to maintain in all material respects their present and planned business, to keep available in all material respects the services of their respective officers and employees and to maintain in all material respects satisfactory relationships with this Agreement or the consummation of the Mergerlicensors, licensees, suppliers, contractors, distributors, consultants, customers, and others having business relationships with them. Without limiting the generality of the foregoing, and except as specifically otherwise expressly provided in or contemplated by this Agreement or as consented Agreement, prior to by Buyer in writingthe Effective Time, neither the Company shall not, and shall cause the nor any Company Subsidiary shall, without the prior written consent of the Parent (which, in the case of subsection (k) below, may not to:be unreasonably withheld): (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, amend or otherwise become responsible for obligations change their Certificate of any Incorporation or Bylaws or other Personorganizational documents; (b) issue issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (except pursuant to the exercise i) any shares of capital stock of any class of the Company Options outstanding on the date or any Company Subsidiary, or any options, warrants, convertible securities or other rights of this Agreement) or commit any kind to issue acquire any shares of its such capital stock stock, or any other securities or any securities convertible into shares of its capital stock or any other securities, ownership interest (including, without limitation, any options to acquire capital stockphantom interest), accelerate of the vesting of Company or any Company Subsidiary (except for the issuance of shares of Company Common Stock pursuant to the exercise of presently outstanding Company Options) or (ii) any assets of the Company or any Company Subsidiary, or reserve except for issuance additional sharessales of inventory in the ordinary course of business and in a manner consistent with past practice; (c) declare, pay set aside, make or incur any obligation to pay any dividend or distribution on its capital stock other distribution, payable in cash, stock, property or declareotherwise, make or incur any obligation to make any distribution or redemption with respect to any of its capital stock; (d) make reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documentsits capital stock; (e) mortgageacquire or agree to acquire (including, pledge without limitation, by merger, consolidation or otherwise encumber acquisition of stock or assets) (i) any Assets corporation, partnership, limited liability company or sellother business organization or any division thereof or, transfer, license or otherwise dispose (ii) any material amount of assets forming part of any Assets such business organization or division; (f) except for the sale or disposition of inventory to customers trade payables incurred in the ordinary course of business and consistent with past practice; (f) cancel, release create, incur or assign assume any indebtedness owed to it for borrowed money or issue any claims debt securities or rights held by itassume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person, or create, incur or assume any Encumbrance on any asset; (g) authorize, make or agree to make any investment capital expenditure or commitment expenditures in excess of a $100,000 individually or $500,000 in the aggregate, other than capital nature either by purchase expenditures in the ordinary course of stock or securities, contributions to capital, property transfer or otherwise, or by business necessary for the purchase and installation of any property or assets of any other PersonSanova-related equipment pursuant to contractual obligations and which are specifically approved by Jxxx X. Xxxxxxxx, the Company’s President and Chief Financial Officer; (h) terminate any Contract listed on except as otherwise provided in this Agreement or as set forth in Section 5.1(h) of the Company Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheldSchedule, (i) enter into increase in any manner the compensation of any of its directors, officers, employees, or modify consultants, or accelerate the payment of any employment Contractsuch compensation, (ii) pay any compensation to or except anniversary date salary increases for any Employee, officer or director other than employees in the ordinary course of business and pursuant in a manner consistent with past practices or as required by applicable Law; (ii) pay or accelerate or otherwise modify the payment, vesting, exercisability, or other feature or requirement of any bonus, pension, retirement allowance, severance, change of control, stock option, or other employee benefit to employment arrangements existing as of the date of this Agreementany such director, officer, employee or consultant; or (iii) pay except as required by or agree applicable Law, commit itself to pay any additional or increased pension, profit-sharing, bonus, incentive incentive, deferred compensation, service awardgroup insurance, severance, "stay bonus" change of control, retirement or other like benefit plan, agreement, or arrangement, or any employment or consulting agreement, with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof (ivexcept any amendment required by Law or that would not materially increase benefits under the relevant plan); (i) enter into alter or modify revise its accounting principles, procedures, methods or practices in any other material Employee Planrespect (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable) except as required by applicable Law or regulation or by a change in GAAP and concurred with by the Company’s and the Parent’s independent public accountants; (j) enter into pay, discharge or modify satisfy any Contract claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $100,000 in the aggregate, other arrangement than the payment, discharge or satisfaction, in the ordinary course of business and consistent with a Related Partypast practice, of liabilities reported in the Company’s balance sheet as of November 30, 2003, or subsequently incurred in the ordinary course of business and consistent in all material respects with past practice; (k) make any change enter into or terminate, amend, extend, renew, or otherwise modify in any method material respect (including, but not limited to, by default or by failure to act) any (i) distribution Contract unless such Contract or modification (A) is entered into in the ordinary course of accounting business and consistent with past practice, (B) is specifically approved by both Jxxx X. Xxxxxxxx, the Company’s President and Chief Financial Officer, and Jxxxx X. Xxxxxx, the Company’s Vice President and General Manager, Animal Health, and (C) either (aa) it contains a provision that it can be rescinded by the Parent as of the Closing if the Parent determines that such Contract or accounting modification is reasonably likely to cause the Parent or the Surviving Corporation to be in breach of any Contractual obligations or in violation of applicable law immediately after the Effective Time or (bb) the Company provides the Parent (or its outside designee) with a copy of the proposed Contract or modification, with all provisions redacted other than those as would be reasonably necessary for the Parent (or its outside designee) to determine whether such proposed Contract or modification would violate law or would be reasonably likely to cause the Parent or the Surviving Corporation to be in breach of any Contractual obligations immediately after the Effective Time, with the copy of such redacted Contract to be provided to Parent (or its outside designee) at least three (3) business days prior to the proposed signing date; (ii) any Company Material Agreement or any Contract that would constitute a Company Material Agreement, other than distribution Contracts (which are governed by subsection (i) above); or (iii) any other Contract outside of the ordinary course of business and consistent with past practice; provided, however, that nothing in this Section 5.1(k) shall prohibit the Company from entering into Contracts with customers for the purchase and installation of Sanova-related equipment in the ordinary course of business and consistent with past practice and which are specifically approved by Jxxx X. Xxxxxxxx, the Company’s President and Chief Financial Officer; (l) fail remove or permit to comply with all be removed from any building, facility, or real property any material Laws applicable to machinery, equipment, fixture, vehicle, or other personal property or parts thereof, except in the Assets ordinary course of the Company or the Company Subsidiary and the Business business consistent with past practicespractice; (m) fail to use its commercially reasonable efforts to institute, settle, or compromise any claim, action, suit, or proceeding pending or threatened by or against it, at law or in equity or before any Governmental Entity (iincluding, but not limited to, the USDA and the FDA) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateor any nongovernmental self-regulatory agency; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxesfile an amended Tax Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report Tax claim or assessment in respect relating to the Company or any Company Subsidiary, surrender any right to claim a refund or credit of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment in relating to the Company or any Company Subsidiary, or take any other similar action, including making any election with respect to any Taxes, relating to the filing or any Tax Return or the payment of Taxesany Tax, if such amendment, agreement, settlement, surrender, consent, election or other action would have the effect of materially increasing the Tax liability of the Company or any Company Subsidiary or materially decreasing any Tax attribute of the Company or any Company Subsidiary at or after the Effective Time; (o) commence any Action take, or Proceeding; (p) agree to commit to take, or fail to take any action that would cause make any representation representation, warranty, covenant or warranty agreement of the Company contained herein inaccurate or breached such that the conditions in this Agreement to Section 6.2(a) shall not be satisfied at, or become untrue in as of any material respect; (q) knowingly take any other actions that would prevent time prior to, the Company from performing or cause the Company not to perform its agreements and covenants hereunderEffective Time; or (rp) directly enter into, or indirectly takepublicly announce an intention to enter into, agree to take any Contract or otherwise permit agree or consent to occur do any of the foregoing actions described set forth in Sections 5.1(a) through 5.1(q)this Section 5.1.

Conduct of Business of the Company. Except as otherwise expressly set forth on Section 5.1 of the Company Disclosure Schedule or except as contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through to the ClosingEffective Time, the Company shall, and shall cause the Company Subsidiary each of its Subsidiaries to, (a) operate the Business solely conduct its operations in the ordinary course of business and in accordance consistent with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Mergerpractice. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented prior to by Buyer in writingthe Effective Time, neither the Company nor any of its Subsidiaries shall, without the prior written consent of Parent, which consent shall not, and shall cause the Company Subsidiary not tobe unreasonably withheld: (a) incur any indebtedness for borrowed money, amend its certificate of incorporation or assume, guarantee, endorse, bylaws (or otherwise become responsible for obligations of any other Personsimilar organizational or governing instruments); (b) issue authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock of any class or any other securities convertible into or exchangeable for any shares of capital stock or any equity equivalents (including any options or stock appreciation rights), except for the issuance or sale of stock pursuant to outstanding Options and the issuance or sale of stock pursuant to the exercise conversion of the Company Options outstanding on Convertible Notes; (c) (i) split, combine or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except that a direct or indirect wholly-owned Subsidiary may declare and pay a dividend or make an advance to its parent or the date Company; (iii) make any other actual, constructive or deemed distribution in respect of this Agreement) or commit to issue any shares of its capital stock or otherwise make any other payments to any stockholders in their capacity as such; or (iv) redeem, repurchase or otherwise acquire any of its securities or any securities convertible into shares of any of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stockSubsidiaries; (d) make any change to the Company's Certificate adopt a plan of Incorporation complete or Bylaws partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company Subsidiary's charter documentsor any of its Subsidiaries (other than the Merger); (e) mortgagealter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities, except for borrowing in the ordinary course of business consistent with past practice under the Company’s existing credit facilities; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for obligations of the Company’s Subsidiaries incurred in the ordinary course of business; (iii) make any loans, advances or capital contributions to, or investments in, any other Person; (iv) pledge or otherwise encumber shares of capital stock of the Company or its Subsidiaries; (v) mortgage or pledge any Assets of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon, other than Permitted Liens; or (vi) manage working capital other than in the ordinary course of business; (i) except as may be required by applicable Law or as contemplated by this Agreement, enter into, adopt, amend or terminate (partially or completely) any Employee Benefit Plan, (including the repricing of any Options or the voluntary acceleration of vesting of any Options), stock appreciation right, restricted stock, performance unit, stock or other equity equivalent or stock purchase agreement for the benefit or welfare of any director, officer or employee in any manner; (ii) except as required under existing agreements, increase in any manner the compensation or fringe benefits of any director, officer or executive employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof, except for increases in the ordinary course of business and consistent with past practice in salaries or wages of employees of the Company or any Subsidiary who are not directors or officers of the Company; or (iii) hire, promote or change the classification or status in respect of any executive employee or officer; (i) acquire, sell, transfer, license lease or otherwise dispose of any Assets except assets outside the ordinary course of business consistent with past practice and which assets in the aggregate are material to the Company or any of its Subsidiaries; (ii) enter into any commitment or transaction outside the ordinary course of business consistent with past practice; or (iii) grant any exclusive rights or enter into any material contracts for a period of longer than one year with respect to any of the sale products and services of the Company or disposition any of inventory to customers its Subsidiaries; (i) other than in the ordinary course of business and consistent with past practice; , (fi) cancelmodify, amend or terminate any Material Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; (ii) waive, release or assign any indebtedness owed to it rights or claims under any of such contracts; or (iii) enter into any contract providing for payment by the Company or any claims of its Subsidiaries of an amount in excess of $200,000; (j) except as may be required as a result of a change in applicable Law or rights held in U.S. generally accepted accounting principles, change any of the accounting principles or practices used by it; (gk) make any investment acquire (by merger, consolidation or commitment of a capital nature either by purchase acquisition of stock or securitiesassets) any corporation, contributions to capital, property transfer partnership or otherwise, other business organization or by the purchase of division thereof or any property or assets of any other Personequity interest therein; (hl) terminate pay, discharge or satisfy any Contract listed on Disclosure Schedule 3.11 material claims, liabilities or make any change in obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of any such Contract; (i) without the written consent of Buyerclaims, which consent shall not be unreasonably withheld, (i) enter into liabilities or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than obligations in the ordinary course of business and pursuant to employment arrangements existing as consistent with past practice, or of claims, liabilities or obligations reflected or reserved against in the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets Interim Balance Sheet of the Company and its Subsidiaries in amounts materially in accordance with the amounts reflected or reserved against in the Company Subsidiary and the Business consistent with past practicesInterim Balance Sheet; (m) fail to use its commercially reasonable efforts to (i) maintain the Businesssettle or commence any action, suit, claim, litigation or other proceeding or (ii) maintain existing relationships with material suppliers and customers enter into any consent, decree, injunction or other similar restraint or form of the Company and others having business dealings with the Companyequitable relief in settlement of any action, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Datesuit, claim, litigation or other proceeding; (n) make any capital expenditures other than capital expenditures (i) not in excess of $100,000 individually or change any election $500,000 in respect the aggregate (in each case, other than capital expenditures referred to in clause (ii) of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver this Section 5.1(n)) and (ii) for the build out of the limitation period applicable Company’s Lexington, Massachusetts and Gurgaon, India offices, the build out of both locations not to any claim or assessment exceed $250,000 in respect of Taxes;the aggregate; or (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement take, propose to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree in writing or otherwise to take or otherwise permit omit to occur take, any of the actions described in Sections 5.1(a) through 5.1(q5.1(n).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingotherwise set forth on Schedule 8.01, during the period from the date hereof through of this Agreement to the Closingearlier of the Closing Date and the termination of this Agreement in accordance with Article 11, the Company shall, and Sellers shall cause the Companies and the Company Subsidiary to, (a) operate the Business solely Subsidiaries to conduct their business and operations in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or and, without the consummation prior written consent of the Merger. Without limiting the generality Buyer, not to undertake or agree to undertake any of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not tofollowing actions: (a) incur any indebtedness for borrowed moneyissue, sell or pledge, or assumeauthorize or propose the issuance, guarantee, endorsesale or pledge of (i) additional Capital Interests of any class of any Company or any Company Subsidiary, or otherwise become responsible securities convertible into or exchangeable for obligations any such Capital Interests, or any rights, warrants or options to acquire any such Capital Interests or other convertible securities of any Company or any Company Subsidiary or (ii) any other Personsecurities in respect of, in lieu of, or in substitution for Capital Interests of any Company or any Company Subsidiary outstanding on the date hereof, except, in each case, for any issuance of such Capital Interests or other securities of any new Subsidiary that is directly or indirectly wholly-owned by a Company and is formed by such Company or a Company Subsidiary in connection with any Aircraft acquisition or refinancing; (b) issue (except pursuant to the exercise of the Company Options redeem, purchase or otherwise acquire any outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting Capital Interests of any Company Options, or reserve for issuance additional sharesany Company Subsidiary; (c) declare, pay make or incur any obligation to pay any dividend or other distribution on its capital stock or declare, make or incur to any obligation to make Seller other than the Xxxxx Distribution and any distribution or redemption with respect to capital stocktransfer of shares in the Sellers’ Representative; (d) make other than as set out in this Agreement, adopt any change amendment to the Company's Certificate organizational documents of Incorporation any Company or Bylaws or the any Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber incur any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practiceadditional Indebtedness; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without increase in any manner the written consent rate or terms of Buyercompensation or benefits of any of its directors, which consent shall not officers or other employees, except as may be unreasonably withheld, (i) enter into required under existing agreements or modify any employment ContractCompany Benefit Plans, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not contemplated by any Company Benefit Plan to any director, officer or employee or (iii) enter into, adopt or materially amend any employment, bonus, incentive compensationseverance or retirement contract or adopt any employee benefit plan, service awardexcept, severancein the case of each of clauses (i) through (iii), "stay bonus" as required by applicable laws; (g) (i) buy, sell, lease, transfer or other like benefit otherwise dispose of, any material property or assets (including any Aircraft or Engine) or agree to do so or (ivii) enter into create any Encumbrance (other than a Permitted Encumbrance) on any material property or modify assets (including any Aircraft or Engine): except in the case of (i) with regard to re-leasing and related re-financings of Aircraft to which the Buyer has consented (which consent will not be unreasonably withheld); (h) incur any travel-related expenses with respect to the Companies’ officers and employees in excess of $1,000; (i) other material Employee Planthan as between Companies and Company Subsidiaries make any loans, advances or capital contributions; (j) enter into or modify other than in respect of scheduled payments in respect of derivative contracts and indebtedness, make any Contract or other arrangement with a Related Partypayments to any Person in excess of $5,000 (for the avoidance of doubt, this does not include any intra-group payments between Companies and Company Subsidiaries); (k) enter into any binding agreement which would have constituted a Disclosed Document if entered into on or before the date hereof, or amend or terminate any Lease, Disclosed Document or any Real Property Lease (other than terminations of Leases, Disclosed Documents and Real Property Leases as a result of the expiration of the term of such Leases, Disclosed Documents or Real Property Leases or as contemplated by this Agreement); (l) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions; (m) write off as uncollectible any notes or accounts receivable, except as required by IFRS; (n) make any change in any method of accounting other than those required by applicable law or accounting practiceIFRS; (lo) fail to comply other than the termination of management agreements with all material Laws applicable to the Assets of the Company Sellers’ Representative, enter into any transaction or the Company Subsidiary and the Business consistent with past practicesagreement with, or amend any agreement with, an Affiliate; (mp) fail cancel or reduce or allow to use its commercially reasonable efforts lapse any insurance coverage other than with respect to (iany Company Benefit Plan if permitted by Section 8.01(f) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateabove; (nq) make or change any material election in respect of Taxes, adopt or change any material accounting method in respect of Taxesitems stated on Tax Returns, file any amended Tax Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity closing agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment settlement in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of TaxesTaxes or take or omit to take any other action, if in the case of any of the foregoing, such action or omission would have the effect of materially increasing the Tax liability or reducing any Tax asset of any Company, any of the Company Subsidiaries, the Buyer or any of the Buyer’s Affiliates, except as may be required by applicable law; (or) commence pay out any Action amounts from its Maintenance Reserves and Security Deposits without the Buyer’s consent (which consent will not be unreasonably withheld or Proceedingdelayed having regard to the obligations under the applicable Leases); (ps) take perform any action that would cause any representation maintenance with respect to the Aircraft or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take incur any other actions that would prevent the Company from performing Aircraft-related expenses (which consent will not be unreasonably withheld or cause the Company not to perform its agreements and covenants hereunderdelayed); or (rt) directly except as set forth on Schedule 8.01, make any payment, transfer or indirectly takedistribution to the Sellers’ Representative other than the payment of management fees consistent with the management agreements with the Sellers’ Representative, on a pro rata daily basis until the Closing Date; or (u) agree in writing to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except as otherwise expressly contemplated or permitted by this Agreement or as consented to may be required by Buyer in writingLaw, from the date hereof through of this Agreement to the ClosingFirst Closing Date, or with respect to FFSB, the Company shallFFSB Closing Date, and Seller shall cause the Company Subsidiary to, (a) operate and the Business solely Company Subsidiaries to carry on their respective businesses in the ordinary course Ordinary Course of Business and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current business organizations and in accordance their material relationships with past practice employees, agents, customers, insureds and (b) not take any action inconsistent others having material business dealings with this Agreement or the consummation of the Mergerthem. Without limiting the generality of the foregoing, from the date of this Agreement to the First Closing Date, or with respect to FFSB, the FFSB Closing Date, except as specifically contemplated or permitted by this Agreement Agreement, as set forth on Section 4.1 of the Disclosure Schedule or as consented to may be required by Buyer in writingLaw, Seller shall not permit the Company shall not, and shall cause the or any Company Subsidiary not (as applicable) to, without the prior written consent of Buyer: (a) incur (i) declare, set aside or pay any indebtedness for borrowed moneydividends on, or assumemake any other distributions (whether in cash, guaranteestock or property) in respect of, endorseany of its outstanding capital stock; (ii) split, combine or otherwise become responsible for obligations reclassify any of its outstanding capital stock or issue or authorize the issuance of any other Personsecurities in respect of, in lieu of or in substitution for shares of its outstanding capital stock; or (iii) purchase, redeem or otherwise acquire any shares of its outstanding capital stock or any rights, warrants or options to acquire any such shares; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securitiesissue, includingsell, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgagegrant, pledge or otherwise encumber any Assets shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (c) amend its articles of incorporation or by-laws or other comparable organizational documents; (d) acquire any corporation, partnership, joint venture, association or other business organization or division thereof, or substantially all of the assets of any of the foregoing; (i) except in the Ordinary Course of Business, incur any indebtedness for borrowed money or guarantee or otherwise become responsible for any such indebtedness of another Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans, advances or capital contributions to, or investments in the Company or any of the Company Subsidiaries, (B) an inter-company loan or loans by FLIC to Seller in the principal amount not to exceed $75,000,000 in the aggregate (which, if made, will be repaid in full prior to the First Closing) and (C) loans and advances to customers and agents, and to its officers and employees for travel and general business expenses, each in the Ordinary Course of Business; or (iii) make any commitments to any investment fund, collective investment vehicle or other investment arrangement or acquire Company Investment Assets, except as permitted under the investment guidelines set forth in Section 3.1(x)(ii) of the Disclosure Schedule; (f) make any change in accounting methods, principles or practices used by the Company or any Company Subsidiary affecting its assets or liabilities, except insofar as may be required by Law or required by a change in GAAP or SAP, as applicable; (g) make any capital expenditures in excess of $1,000,000 in the aggregate; (h) make any material Tax election or settle or compromise any material income Tax liability that is not consistent with the Company's and/or any relevant Company Subsidiary's ordinary and usual past business practice; (i) adopt or amend any Employee Benefit Plan (or any plan that would be an Employee Benefit Plan if adopted) or enter into, adopt, extend, renew or amend any collective bargaining agreement or Employee Arrangement; (j) grant to any officer or employee any increase in compensation or benefits, other than increases in annual compensation levels made in the Ordinary Course of Business or as may be required under existing agreements; (k) cancel any indebtedness for borrowed money owed to the Company or any Company Subsidiary in excess of $100,000 in the aggregate, or waive any material claims or rights; (l) sell, transferlease, license or otherwise dispose of any Assets material assets (other than investments), except for the sale or disposition of inventory to customers in the ordinary course Ordinary Course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practicesBusiness; (m) fail to use its commercially reasonable efforts to (i) maintain enter into or amend any Contract, except in the Ordinary Course of Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report action or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to proceeding (other than any claim or assessment under an insurance contract) for an amount in respect excess of Taxes;$250,000; or (o) commence any Action agree or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree commit to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writing, During the period from the date hereof through of this Agreement and continuing until the Closingearlier of the termination of this Agreement and the Effective Time, the Company shallagrees (except 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 its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall cause the Company Subsidiary to, (a) operate the Business solely promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the MergerCompany and any material event involving the Company. Without limiting the generality of the foregoing, except Except as specifically expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, the Company shall not, and shall cause without the Company Subsidiary not toprior written consent of Parent: (a) incur Enter into any indebtedness for borrowed moneycommitment, activity or assume, guarantee, endorse, or otherwise become responsible for obligations transaction not in the ordinary course of any other Personbusiness; (b) issue Transfer to any person or entity any rights to any Company Intellectual Property or enter into any agreement with respect to Company Intellectual Property with any person or entity; (except pursuant c) Terminate any employees other than for cause or encourage any employees to resign from the exercise Company; (d) Amend or otherwise modify (or agree to do so), or violate the terms of, any of the agreements set forth or described in the Company Options outstanding Schedules; (e) Commence or settle any litigation; (f) Declare, set aside 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 date issuance of this Agreement) any other securities in respect of, in lieu of or commit to issue in substitution for shares of capital stock of the Company, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock (or options, warrants or other rights exercisable therefor) except for (i) repurchases of Company Capital Stock upon the termination of service of any other securities service providers of Company in accordance with the standard terms set forth in the agreements governing such repurchases, all of which agreements have been provided or any securities convertible into made available to Parent, (ii) conversion of Company Preferred Stock and (iii) exercises or conversion of Company Convertible Securities; (g) Except for the issuance of shares of its capital stock Company Capital Stock upon exercise or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting conversion of any presently outstanding Company Options, Company Preferred Stock or reserve for issuance additional sharesthe Note, issue, sell, grant, contract to issue, grant or sell, or authorize the issuance, delivery, sale or purchase of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing; (ch) declare, pay Cause or incur permit any obligation amendments to pay any dividend its Articles of Incorporation or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stockBylaws; (di) make Acquire or agree to acquire by merging or consolidating with, or by purchasing any change assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Company's Certificate business of Incorporation or Bylaws or the Company Subsidiary's charter documentsincluding any Company Intellectual Property; (ej) mortgageSell, pledge or otherwise encumber any Assets or sell, transferlease, license or otherwise dispose of any Assets of the assets or properties of Company which are not Company Intellectual Property or create any security interest in such assets or properties; (k) Grant any loan to any person or entity, incur any indebtedness or guarantee any indebtedness, issue or sell any debt securities, guarantee any debt securities of others, purchase any debt securities of others or amend the terms of any outstanding agreements related to borrowed money, except for the sale or disposition of inventory advances to customers employees for travel and business expenses in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (ml) fail to use its commercially reasonable efforts to Grant any severance or termination pay (i) maintain the Business, to any director or officer or (ii) maintain existing relationships with material suppliers to any employee or consultant, or increase in the salary or other compensation payable or to become payable by Company to any of its officers, directors, employees or advisors other than salary increases in the ordinary course of business consistent as to timing and customers of the Company and others having business dealings amount with the Companyprior year's increases, and or declare, pay or make any commitment or obligation of any kind for the payment by Company of a bonus or other additional salary or compensation to any such person, or adopt or amend any employee benefit plan or enter into any employment contract; (iiim) otherwise preserve Revalue any of its assets, including without limitation writing down the goodwill value of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateinventory or writing off notes or accounts receivable; (n) make Take any action to accelerate the vesting schedule of any of the outstanding Company Options or Company Capital Stock, other than as a consequence of the effect of the transaction herein contemplated upon the Option Plans in accordance with their terms. (o) Pay, discharge or satisfy, in an amount in excess of $20,000 individually or $50,000 in the aggregate any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the 2000 Unaudited First Quarter Financials; (p) Make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (oq) commence Enter into any Action strategic alliance, joint development or Proceedingjoint marketing arrangement or agreement; (pr) take any action that would cause any representation Fail to pay or warranty of the Company otherwise satisfy its monetary obligations as they become due, except such as are being contested in this Agreement to be or become untrue in any material respectgood faith; (qs) knowingly take Waive or commit to waive any rights with a value in excess of $20,000 individually or $50,000 in the aggregate; (t) Cancel or renew any insurance policy other than in the ordinary course of business; consistent with the prior policy. (u) Alter, or enter into any commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest on the date hereof; or (v) Take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through (u) above, or any other actions action that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through to the ClosingClosing Date, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely conduct its operations in the ordinary course of business and in accordance consistent with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, practices and shall cause not without the Company Subsidiary not toprior written consent of Acquiror: (a) incur any indebtedness for borrowed money, amend its Certificate of Incorporation or assume, guarantee, endorse, or otherwise become responsible for obligations of any other PersonBylaws; (b) issue declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with the Company's past practice (except pursuant to the exercise that (i) any Subsidiary of the Company Options outstanding on other than a Cable Subsidiary or a Cable Partnership may declare and pay dividends that are payable to the date Company or to any other Subsidiary of this Agreementthe Company and (ii) any Cable Subsidiary or commit Cable Partnership may declare and pay dividends in cash and cash equivalents that are payable to issue the Company or to any shares other Subsidiary of the Company), or redeem or otherwise acquire any of its securities; (c) 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 of any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) (i) create, incur or assume any indebtedness not currently outstanding (including obligations in respect of capital leases), (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except to the extent the Company is released therefrom as described in Section 2.02 or (iii) make any change to the Company's Certificate of Incorporation loans, advances or Bylaws capital contributions to, or the Company investments in, any person other than a Subsidiary's charter documents; (e) mortgageexcept pursuant to the Incentive Plan and the Directors Plan, pledge or otherwise encumber any Assets options or awards outstanding thereunder, issue, sell, transferdeliver or agree or commit to issue, license sell or otherwise dispose deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any Assets except for class or any other securities or amend any of the sale or disposition terms of inventory to customers in any securities outstanding on the ordinary course of business and consistent with past practice;date hereof; or (f) cancelterminate, release amend, modify or assign waive compliance with any indebtedness owed to it of the terms or any claims conditions of the Contribution Agreement directly or indirectly respecting the Retained Assets or the Retained Liabilities or affecting the rights held by it;or obligations of the Company thereunder from and after the Effective Time. (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwisetake, or by agree in writing or otherwise to take, any of the purchase of foregoing actions or any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; actions that would (i) without the written consent of Buyersubject to Section 7.06 hereof, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company or SHI contained in this Agreement to be materially untrue or become untrue incorrect as of the date when made or as of the Closing Date, (ii) result in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described conditions to Closing in Sections 5.1(aArticle VII of this Agreement not being satisfied or (iii) through 5.1(q)subject to Section 7.06 hereof, be materially inconsistent with the terms of this Agreement or the transactions contemplated hereby.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingwith the prior written consent of Coyote, which consent shall not be unreasonably withheld, during the period from the date hereof through of this Agreement to the Closing, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely conduct its operations only in the ordinary course of business and in accordance with past practice and (b) not take any action inconsistent with this Agreement or shall use its reasonable best efforts to preserve intact the consummation business organization of the MergerCompany, to keep available the services of the present officers and key employees of the Company, and to preserve the good will of customers, suppliers and all other persons having business relationships with the Company. Without limiting the generality of the foregoing, and except as specifically otherwise contemplated by this Agreement or as consented Agreement, prior to by Buyer in writingthe Closing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the prior written consent of BuyerCoyote, which consent shall not be unreasonably withheld: (a) amend or otherwise change the Company's articles of incorporation or bylaws; (b) except as contemplated by this Agreement, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of Company capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of Company capital stock, or any other ownership interest (including, without limitation, any phantom interest) of the Company, any subsidiary or any of its affiliates; (c) sell, pledge, dispose of or encumber any assets or inventory of the Company (except for (i) sales of assets or inventory in the Ordinary Course of Business, (ii) dispositions of obsolete or worthless assets, and (iii) pledges of assets pursuant to existing agreements, or agreements the Company is permitted to enter into in connection with the purchase of assets), or take any action that would reasonably be expected to result in any damage to, destruction or loss of any material asset of the Company (whether or not covered by insurance); (d) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Company Common Stock, (ii) split, combine or reclassify any Company Common Stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock, (iii) amend the terms of, repurchase, redeem or otherwise acquire any of its securities, except in accordance with preexisting commitments as of the date hereof, or propose to do any of the foregoing; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any Entity or division thereof, or enter into or amend any Contract to effect any such acquisition, (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee (other than guarantees of bank debt of a subsidiary entered into in the Ordinary Course of Business) or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, except in each case in the Ordinary Course of Business (including pursuant to existing credit lines and lease facilities); (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Entity; (iv) except in the Ordinary Course of Business or otherwise provided or permitted by this Agreement, enter into or amend any material Contract which provides for the sale, license, or purchase by the Company of assets; (v) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $10,000; or (vi) enter into or modify amend any Contract to effect any of the matters prohibited by this Section 6.1(e); (f) increase the compensation payable or to become payable to its officers or employees, except for increases in salary or wages of employees of the Company who are not executive officers of the Company in the Ordinary Course of Business in accordance with past practices, or grant any severance or termination pay to, or enter into any employment Contract, (ii) pay or severance agreement with any compensation to or for any Employeedirector, officer or director other than (except for officers who are terminated on an involuntary basis), or, except as consistent with past practice and in the ordinary course Ordinary Course of business Business, establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, except, in each case, as may be required by law; (g) take any action to change accounting policies or procedures (including, without limitation, procedures with respect to revenue recognition, payments of accounts payable and pursuant to employment arrangements existing as collection of the date of this Agreementaccounts receivable); (h) make any material Tax election inconsistent with past practices or settle or compromise any material federal, (iii) pay state, local or foreign Tax liability or agree to pay an extension of a statute of limitations; (i) pay, discharge or satisfy any bonusclaims, incentive compensationLiabilities or obligations (absolute, service awardaccrued, severanceasserted or unasserted, "stay bonus" contingent or otherwise), other like benefit than the payment, discharge or (iv) enter into or modify any other material Employee Plansatisfaction in the Ordinary Course of Business; (j) engage in any action or enter into any transaction or modify permit any Contract action to be taken or other arrangement with a Related Partytransaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect, any of the transactions contemplated by this Agreement; (k) make undertake any change revaluation of any of the Company's assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in any method the Ordinary Course of accounting or accounting practiceBusiness; (l) take, or allow to be taken or fail to comply with all material Laws applicable to the Assets take any action which act or omission would jeopardize qualification of the Company or Merger as a reorganization within the Company Subsidiary and meaning of Section 368(a) of the Business consistent with past practices;Code; or (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxestake, or consent agree in writing or otherwise to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a6.1(a) through 5.1(q(l).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through to the ClosingEffective Time, the Company shallwill, and shall will cause the Company Subsidiary each of its subsidiaries to, (a) operate the Business solely conduct its operations in the ordinary and usual course of business and in accordance consistent with past practice practice, seek to preserve intact its current business organization, seek to keep available the service of its current officers and seek to preserve its relationships with customers, suppliers and others having business dealings with it (bsubject to the specific provisions of Section 6.1(k) not take any action inconsistent with this Agreement or hereof) to the consummation of end that goodwill and ongoing businesses shall be unimpaired at the MergerEffective Time. Without limiting the generality of the foregoing, and except as specifically contemplated by otherwise expressly provided in this Agreement or as consented to by Buyer in writing, Section 6.1 of the Company shall notDisclosure Schedule, and shall cause prior to the Effective Time, neither the Company Subsidiary not tonor any of its subsidiaries will, without the prior written consent of Purchaser: (a) incur any indebtedness for borrowed money, amend its certificate of incorporation or assume, guarantee, endorse, by-laws (or otherwise become responsible for obligations of any other Personsimilar governing instrument); (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) authorize for issuance, issue, sell, deliver or agree or commit to issue issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities convertible into or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (i) split, combine or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any other payments to stockholders in their capacity as such; or (iv) redeem, repurchase or otherwise acquire any of its securities or any securities convertible into shares of any of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stocksubsidiaries; (d) make any change to the Company's Certificate adopt a plan of Incorporation complete or Bylaws partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company Subsidiary's charter documentsor any of its subsidiaries (other than the Merger); (e) mortgagealter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any subsidiary; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities, except for borrowings under existing lines of credit in the ordinary and usual course of business consistent with past practice; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, except in the ordinary and usual course of business consistent with past practice, and except for obligations of the wholly owned subsidiaries of the Company; (iii) make any loans, advances or capital contributions to, or investments in, any other person (other than to the wholly owned subsidiaries of the Company) or routine advances to employees consistent with past practice; (vi) pledge or otherwise encumber shares of capital stock of the Company or its subsidiaries; or (v) mortgage or pledge any Assets of its material assets, tangible or intangible, or create any material Lien thereupon except pursuant to after-acquired property clauses under existing debt instruments; (g) enter into or adopt any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund, award or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units); (h) acquire, sell, transfer, license lease or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in assets outside the ordinary and usual course of business consistent with past practice or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or enter into any commitment or transaction outside the ordinary and usual course of business consistent with past practice; (fi) cancelexcept as may be required as a result of a change in Law or in generally accepted accounting principles applied on a consistent basis ("GAAP"), release change any of the accounting principles or assign any indebtedness owed to it or any claims or rights held practices used by it; (gj) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change revalue in any such Contractmaterial respect any of its assets other than in the ordinary and usual course of business consistent with past practice or as required by GAAP; (i) without the written consent acquire (by merger, consolidation, or acquisition of Buyerstock or assets) any corporation, which consent shall not be unreasonably withheld, partnership or other business organization or division thereof or any equity interest therein; (iii) enter into any material contract or modify agreement, including franchise agreements, or amend in any employment Contractmaterial respect any material contracts or agreements, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, including franchise agreements; (iii) pay authorize any new capital expenditure or agree to pay any bonusexpenditures not currently budgeted which, incentive compensationindividually, service awardis in excess of $200,000 or, severancein the aggregate, "stay bonus" or other like benefit are in excess of $1,000,000; or (iv) enter into or modify amend any other material Employee Plan; (j) enter into contract, agreement, commitment or modify arrangement providing for the taking of any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practiceaction that would be prohibited hereunder; (l) fail make or revoke any Tax election, settle or compromise any Tax liability, or change (or make a request to comply with all material Laws applicable any taxing authority to the Assets change) any aspect of the Company or the Company Subsidiary and the Business consistent with past practicesits method of accounting for Tax purposes; (m) fail to use its commercially reasonable efforts to pay, discharge or satisfy any material claims, liabilities or obligations (i) maintain absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Businesspayment, (ii) maintain existing relationships discharge or satisfaction in the ordinary and usual course of business consistent with material suppliers and customers past practice of liabilities reflected or reserved against in the consolidated financial statements of the Company and others having its subsidiaries or incurred in the ordinary and usual course of business dealings consistent with past practice or waive the Companybenefits of, and (iii) otherwise preserve or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the goodwill Company or any of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateits subsidiaries is a party; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claimpending or threatened suit, notice, audit report action or assessment in respect of Taxes, or consent claim relating to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxestransactions contemplated hereby; (o) commence enter into any Action agreement or Proceeding;arrangement that limits or otherwise restricts the Company or any of its subsidiaries or any successor thereto or that could, after the Effective Time, limit or restrict the Surviving Corporation and its affiliates (including the Investor Group) or any successor thereto, from engaging or competing in any line of business or in any geographic area; or (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, propose to take, or agree to take in writing or otherwise permit to occur take, any of the actions described in Sections 5.1(a6.1 (a) through 5.1(q)6.1(o) or any action which would make any of the representations or warranties of the Company contained in this Agreement (i) which are qualified as to materiality, untrue or incorrect or (ii) which are not so qualified, untrue or incorrect in any material respect.

Conduct of Business of the Company. Except with the prior written ---------------------------------- consent of Parent, as otherwise expressly contemplated by this Agreement or as consented to by Buyer set forth in writingSection 4.1 of the Company Disclosure Schedule, from during the period commencing on the date hereof through of this Agreement and continuing until the Closingfirst to occur of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and each of its Subsidiaries shall cause the Company Subsidiary to, (a) operate the Business solely conduct its operations in the ordinary and usual course of business and in accordance consistent with past practice practice, and (b) not take any action inconsistent the Company and each of its Subsidiaries will endeavor to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relations with this Agreement or the consummation of the Mergersuppliers, contractors, distributors, licensors, licensees, customers and others having business relationships with it. Without limiting the generality of the foregoing, foregoing and except as specifically contemplated by provided in this Agreement or as consented set forth in Section 4.1 of the Company Disclosure Schedule, prior to by Buyer in writingthe Effective Time, the Company shall not, and shall cause not permit any of its Subsidiaries to, directly or indirectly do, or propose to do, any of the Company Subsidiary not tofollowing, without the prior written consent of Parent: (a) incur Declare or pay any indebtedness for borrowed money, dividends on or assume, guarantee, endorse, or otherwise become responsible for obligations make any other distribution in respect of any other Personof its capital stock; (b) Split, combine or reclassify any of its capital stock or issue or authorize any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock; (except pursuant to the exercise of the Company Options outstanding on the date of this Agreementc) Issue, deliver, encumber, sell or commit to issue purchase any shares of its capital stock or any other securities or any securities convertible into into, or warrants, options or other rights of any kind to acquire, any such shares of its capital stock stock, or any other securities, ownership interest (including, without limitation, any options to acquire capital stock, accelerate phantom interest) (other than the vesting issuance of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stockCommon Stock upon the exercise of outstanding Stock Options and Warrants); (d) make any Amend or otherwise change to the Company's its Certificate of Incorporation or Bylaws (or the Company Subsidiary's charter documentsother comparable organizational document); (e) mortgageAcquire or agree to acquire by merging or consolidating with, pledge or otherwise encumber by purchasing a substantial portion of the assets of, or by any Assets other manner, any business or sellany corporation, transferpartnership, association or other business organization or division thereof; (f) Sell, lease, license or otherwise dispose of any Assets of its assets (including the Company Intellectual Property), other than End-User Licenses in the ordinary course of business consistent with its past practice; (g) Incur, assume or pre-pay any indebtedness for borrowed money, guarantee any indebtedness or obligation of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing other than (i) in connection with the financing of ordinary course trade payables consistent with past practice, (ii) pursuant to existing credit facilities in the ordinary course of business, or (iii) as contemplated by this Agreement; (h) Enter into or amend any contract or agreement other than in the ordinary course of business consistent with past practice; (i) Authorize any single capital expenditure which is in excess of $100,000 or capital expenditures which are, in the aggregate, in excess of $500,000 for the Company and its Subsidiaries taken as a whole; (j) Increase the compensation payable or to become payable to its officers or employees, except for increases in accordance with past practice in salaries or wages of employees of the sale Company or disposition its Subsidiaries who are not officers of inventory the Company or its Subsidiaries, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any of its Subsidiaries, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Company or any of its Subsidiaries; (k) Take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to customers accounting policies or procedures (including, without limitation, procedures with respect to cash management, the payment of accounts payable and the collection of accounts receivable, except as required by law); (l) Make any tax election or settle or compromise any material federal, state, local or foreign income tax liability, or execute or file with the IRS or any other taxing authority any agreement or other document extending, or having the effect of extending, the period of assessment or collection of any taxes; (m) Amend or modify the warranty policy of the Company or any Subsidiary; (n) Pay, discharge, satisfy, settle or compromise any suit, claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the Company's balance sheet dated as of April 30, 1998 as filed by the Company with the SEC in its Annual Report on Form 10-K for its fiscal year ended April 30, 1998 or subsequently incurred in the ordinary course of business and consistent with past practice; (fo) cancel, release Take any action that would result in any of the representations and warranties of the Company set forth in this Agreement becoming untrue in any material respect or assign in any indebtedness owed of the conditions to it or any claims or rights held by itthe Merger set forth in Article VI not being satisfied; (gp) make Enter into, amend or extend any investment or commitment of a capital nature either by purchase of stock or securitiescontracts, contributions to capital, property transfer or otherwiseagreements, or obligations relating to the distribution, sale, license or marketing by third parties of the Company's or any Subsidiary's products or products licensed by the purchase of Company or any property Subsidiary, other than agreements, extensions or assets of amendments that grant non-exclusive rights to such third parties and provide for termination by the Company or any other PersonSubsidiary for convenience on not more than 60 days' notice; (hq) terminate Materially revalue any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; of its assets (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than the booking of reserves in the ordinary course of business and pursuant consistent with past practices) or, except as required by a change in law or in generally accepted accounting principles or the rules of the SEC, make any change in accounting methods, principles or practices, including inventory accounting practices; (r) Materially accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; (s) Materially delay or accelerate payment of any account payable beyond or in advance of its due date or the date such liability would have been paid in the ordinary course of business; or (t) Cancel or terminate any material insurance policy naming it as a beneficiary or a loss payable payee or permit any such policy to employment arrangements existing lapse (it being understood that the Company and any Subsidiary may renew any insurance policy in effect as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q).

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement or as consented to by Buyer in writingAgreement, during the period from the date hereof through of this Agreement to the ClosingClosing Date, the Company shall, and shall Seller will cause the Company Subsidiary toto conduct its business and operations according to its ordinary and usual course of business, to preserve substantially intact its business organizations and to preserve its current relationships with customers, employees, suppliers and other persons with which it has significant business relations. (a) operate adopt any amendment to its articles of incorporation or bylaws; (b) issue, reissue, sell, deliver or pledge or authorize or propose the Business solely issuance, reissuance, sale, delivery or pledge of shares of capital stock of any class, or debt or other securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities or capital stock; (c) adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities; (i) excluding regularly scheduled principal payments, create, incur, assume or repay any long-term debt (including obligations in respect of capital leases), or, except in the ordinary course of business, create, incur, assume, repay, maintain or permit to exist any short-term debt; or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (e) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, redeem or otherwise acquire any shares of its capital stock; (f) other than in the ordinary course of business, increase in any manner the compensation of any of its directors, officers or other employees; (i) sell, transfer, or otherwise dispose of, or agree to sell, transfer, or otherwise dispose of, any properties or assets, real, personal or mixed, (other than inventory in the ordinary course of business) or (ii) mortgage or encumber any properties or assets, real, personal or mixed; (h) permit any of its current insurance policies to be canceled or terminated, unless replacement policies with equal or greater coverage are in full force and effect; (i) enter into other agreements, commitments or contracts not in the ordinary course of business and or in accordance with past practice and excess of current requirements; (bj) not make or enter into any commitment of the Company for capital expenditures for additions to property, plant, equipment or intangible capital assets; or (k) pay, lend or advance any amount to, or sell, transfer or lease any of the Company's properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers, directors, shareholders or employees or any affiliate or associate of any of its officers, directors, shareholders or employees; (l) terminate, enter into or amend in any material respect any contract, agreement, lease, license or commitment identified in the Disclosure Schedule, or take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoingomit to take any action which will cause a breach, violation or default (however defined) under any such items, except as specifically contemplated by this Agreement or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice;; or (fm) cancel, release or assign acquire any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property business or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 person or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Dateentity; (n) make agree in writing or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree otherwise to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)foregoing actions.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement, from and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall except as set forth on Schedule 7.1 or as consented to in writing by Buyer in writing, from the date hereof through the Closing, the Company shall, and shall cause the Company Subsidiary toPurchaser, (a) operate the Business solely conduct its business in the ordinary and regular course of business and in accordance with past practice and substantially the same manner heretofore conducted (including any conduct that is reasonably related, complementary or incidental thereto), (b) use commercially reasonable efforts to preserve substantially intact its business organization and to preserve the present commercial relationships with key Persons with whom it does business and (c) not do any of the following: (i) take or omit to take any action inconsistent with this Agreement that would reasonably be expected to result in, individually or in the consummation aggregate, a Company Material Adverse Effect; (ii) declare, set aside or pay a dividend on, or make any other distribution in respect of, its equity securities, except dividends or distributions by the Company solely in cash; provided, however, that in no event shall the Company be entitled to pay a cash dividend on, or make any other cash distribution in respect of, its equity securities, which would result in the Company, taken as a whole, having less than $50,000 in cash (excluding cash which comprises media spend overage) at the Closing; (iii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its securities or effect any recapitalization, stock dividends, stock split or like change in its capitalization; (iv) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the Merger. Without limiting the generality assets of the foregoingor otherwise) any business or any corporation, except as specifically contemplated by this Agreement partnership, association or as consented to by Buyer in writing, the Company shall not, and shall cause the Company Subsidiary not to: (a) incur any indebtedness for borrowed money, other business organization or assume, guarantee, endorse, or otherwise become responsible for obligations division thereof of any other Person; (bv) issue amend, extend, renew, enter into or terminate any Material Contract or Real Property Lease (except pursuant or Contract that would be classified as a “Material Contract” or “Real Property Lease” if entered into prior to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securitieshereof), including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional sharesas applicable; (cvi) declare, pay or incur any obligation to pay any dividend or distribution on except for (1) increases of less than 5% in the ordinary and regular course of its capital stock or declare, make or incur any obligation to make any distribution or redemption business consistent with respect to capital stock; (d) make any change past practices and past amounts in base compensation to the Company's Certificate ’s employees who are not executive officers as part of Incorporation the Company’s compensation review process or Bylaws (2) the adoption, amendment or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose termination of any Assets except for Employee Benefit Plan as part of the sale or disposition of inventory Company’s annual benefit review process that is consented to customers in the ordinary course of business and consistent with past practice; by Purchaser (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned), (iA) increase the compensation, bonus, pension, welfare, severance or other fringe benefits payable to any Person by more than 5% without Purchaser’s consent, (B) make any new equity awards to any Person, (C) pay or grant any severance, termination or change-of-control benefit to any Person, (D) adopt, amend or terminate any Employee Benefit Plan or plan that would be an Employee Benefit Plan if in effect on the date hereof (unless such adoption or amendment is required to reflect applicable changes in the law) or amend the terms of any outstanding equity-based awards, (E) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Employee Benefit Plan, to the extent not already provided in the mandatory provisions, if any, of such Employee Benefit Plan, (F) change the manner in which contributions to Employee Benefit Plans are made or the basis on which such contributions are determined, except as may be required by GAAP, or (G) make or forgive any loans to directors, members, managers, officers or employees of the Company (other than advances of expenses made in the ordinary course); (vii) amend or enter into a new collective bargaining agreement; (viii) incur or modify assume any employment ContractIndebtedness, (ii) pay any compensation to or for any Employee, officer or director other than except current liabilities incurred in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee Plan; (j) enter into or modify any Contract or other arrangement consistent with a Related Party; (k) make any change in any method of accounting or accounting past practice; (lix) fail issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of any equity interests or grant any option or issue any warrant to comply with all material Laws applicable to the Assets purchase or subscribe for any of the Company such securities or the Company Subsidiary and the Business consistent with past practicesissue any securities convertible into such securities; (mx) fail adopt any amendments to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Datetheir respective Governing Documents; (nxi) make make, change or change revoke any election in respect of TaxesTax election, adopt or change any material accounting method in respect of Taxesperiod or any accounting method, file any amended Tax Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report material Tax claim or assessment in respect relating to the Company, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or destroy or dispose of any books and records with respect to Tax matters relating to periods beginning before the Closing and for which the statute of limitations is still open or under which a record retention agreement is in respect of Taxesplace with a Governmental Entity; (oxii) commence sell or otherwise dispose of any Action assets in excess of $50,000 in the aggregate or Proceedingsubject to any Lien any of its properties or assets, except for Permitted Liens; (pxiii) take except as contemplated by the transactions hereunder and approved by Purchaser, make any action that would cause material change in its accounting principles or the methods by which such principles are applied for financial reporting purposes; (xiv) except as contemplated by the transactions hereunder and approved by Purchaser,write-down or write-up the value of any representation asset, or, other than in the ordinary course of business consistent with past practice, write-off any accounts receivable or warranty notes receivable; (xv) accelerate or delay the payment of accounts payable, accelerate or delay the collection of any notes or accounts receivable or otherwise fail to pay accounts payable and other business obligations or to collect accounts receivable, in each case other than in the ordinary course of business consistent with past practice; (xvi) settle any Proceedings that, as a condition to such settlement, require payment in excess of $50,000 or result in any limitation of the conduct of the Company’s business; (xvii) make any capital expenditures, other than in the ordinary course of business consistent with past practice; (xviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company in or any of its subsidiaries, except for the transactions contemplated by this Agreement to be or become untrue in any material respectAgreement; (qxix) knowingly take incur or commit to any other actions obligations or liabilities other than in the ordinary course of business consistent with past practice not exceeding, individually or in the aggregate, $50,000; (xx) exercise any rights of renewal with respect to any Real Property Lease that by its terms would otherwise expire; (xxi) grant any licenses under any Company Intellectual Property rights, other than non-exclusive licenses to customers in the ordinary course of business consistent with past practice; (xxii) fail to use commercially reasonable efforts to prevent the Company from performing any insurance policy naming it as a beneficiary or cause the Company not loss-payable payee to perform its agreements be cancelled or terminated, except for ordinary course terminations and covenants hereundercancellations of such policies that are being replaced with policies providing for substantially equivalent coverage; (xxiii) cancel, surrender, allow to expire or fail to renew, any material Permits; (xxiv) materially change an existing line of business or enter into any new line of business; or (rxxv) directly authorize, commit or indirectly take, agree to take or otherwise permit to occur do, whether in writing or otherwise, any of the actions described specified in Sections 5.1(a) through 5.1(qthis clause (c).

Conduct of Business of the Company. Except as From the date of the execution of this Agreement until the Closing Date, the Company, unless otherwise expressly contemplated by this Agreement or as consented to in writing by Buyer in writingInvestor, from the date hereof through the Closing, the Company shallwill, and shall will cause the Company Subsidiary its subsidiary to, (a) operate the Business solely carry on their respective businesses only in the ordinary course Ordinary Course of Business, use their respective reasonable best efforts to preserve intact their business organizations and in accordance assets, retain the services of their officers and employees and maintain their relationships with past practice customers, suppliers, licensors, licensees and (b) not take any action inconsistent others having business dealings with this Agreement or the consummation of the Mergerthem. Without limiting the generality of the foregoing, except as specifically contemplated by from the date of the execution of this Agreement or as consented to by Buyer in writinguntil the Closing Date, the Company shall not, and shall cause the Company Subsidiary not permit its subsidiary to: (a) incur (i) increase in any indebtedness for borrowed moneymanner the compensation or fringe benefits of, or assumepay any bonus to, guaranteeany director, endorseofficer or employee, except for increases or otherwise become responsible for obligations bonuses in the Ordinary Course of any other Person; (b) issue (Business to employees who are not directors or officers and except pursuant to existing arrangements previously disclosed to or approved in writing by Investor; (ii) grant any severance or termination pay (other than pursuant to the exercise normal severance practices or existing agreements of the Company Options outstanding or its subsidiary in effect on the date of this Agreement) to, or commit enter into any severance agreement with, any director, officer or employee, or enter into any employment agreement with any director, officer or employee; (iii) establish, adopt, enter into or amend any plan or other arrangement, except as may be required to issue comply with applicable law; (iv) pay any benefit not provided for under any plan or other arrangement; (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or plan or other arrangement (including the grant of stock options, stock appreciation rights, stock-based or stock-related awards, performance units or restricted stock, or the removal of existing restrictions in any plan or other arrangement or agreement or awards made thereunder); (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; (c) (i) redeem, purchase or otherwise acquire any shares of capital stock of the Company or any securities or obligations convertible into or exchangeable for any shares of capital stock of the Company, or any options, warrants or conversion or other rights to acquire any shares of capital stock of the Company or any such securities or obligations, or any other securities thereof, other than redemption and purchases from departing employees in the Ordinary Course of Business; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or any securities convertible into in substitution for, shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) except upon the exercise of Company stock options or vesting of restricted stock grants or restricted stock units in accordance with their terms, issue, deliver, award, grant or sell, or authorize the issuance, delivery, award, grant or sale (including the grant of any limitations in voting rights or other encumbrances) of, any shares of any class of its capital stock (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares, or amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make any change such terms more favorable to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documentsholders thereof; (e) mortgageacquire or agree to acquire, pledge by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise encumber acquire or agree to acquire any Assets or sell, transfer, license or otherwise dispose assets of any Assets except for other person (other than the sale purchase of assets from suppliers or disposition of inventory to customers vendors in the ordinary course Ordinary Course of business and consistent with past practiceBusiness); (f) cancelsell, lease, exchange, mortgage, pledge, transfer or otherwise subject to any encumbrance or dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise subject to any encumbrance or dispose of, any of its assets, except for sales, dispositions or transfers in the Ordinary Course of Business or as permitted by the Company’s loan agreement with View Point Bank; (g) adopt any amendments to its articles or certificate of incorporation, bylaws or other comparable charter or organizational documents; (h) pay, discharge, settle or satisfy any claims, liabilities or obligations (whether absolute or contingent, matured or unmatured, known or unknown), other than the payment, discharge or satisfaction, in the Ordinary Course of Business or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent financial statement or incurred in the Ordinary Course of Business, or waive any material benefits of, or agree to modify in any material respect, any confidentiality, standstill or similar agreements to which the Company is a party; (i) except in the Ordinary Course of Business, waive, release or assign any indebtedness owed to it rights or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwiseclaims, or by the purchase of any property modify, amend or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without agreement to which the written consent of Buyer, which consent shall not be unreasonably withheld, (i) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this Agreement, (iii) pay or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit or (iv) enter into or modify any other material Employee PlanCompany is a party; (j) enter into or modify any Contract or other arrangement with a Related Party; (k) make any change in any method of accounting or accounting practice; (l) fail to comply with all material Laws applicable to the Assets of the Company practice or the Company Subsidiary and the Business consistent with past practices; (m) fail to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make policy other than those required by GAAP or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (o) commence any Action or Proceeding; (p) take any action that would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereundera governmental entity; or (rk) directly authorize, or indirectly take, commit or agree to take or otherwise permit to occur do any of the actions described in Sections 5.1(a) through 5.1(q)foregoing.

Conduct of Business of the Company. Except as otherwise expressly contemplated by this Agreement Schedule 6.1 or as consented to by Buyer elsewhere in writingthis Agreement, from and after the date hereof through until the Closing, earlier of the Company shall, Closing Date and shall cause the Company Subsidiary to, (a) operate the Business solely in the ordinary course termination of business and this Agreement in accordance with past practice and (b) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to by Buyer in writingits terms, the Company shall not, and shall cause the each other Group Company Subsidiary not to: , except as consented to in writing by Buyer (a) incur any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other Person; (b) issue (except pursuant to the exercise of the Company Options outstanding on the date of this Agreement) or commit to issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock, accelerate the vesting of any Company Options, or reserve for issuance additional shares; (c) declare, pay or incur any obligation to pay any dividend or distribution on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for the sale or disposition of inventory to customers in the ordinary course of business and consistent with past practice; (f) cancel, release or assign any indebtedness owed to it or any claims or rights held by it; (g) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contract; (i) without the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), (i) enter into or modify any employment Contract, conduct its business in the Ordinary Course and (ii) pay not take or omit to take any compensation action which would have a Company Material Adverse Effect. Without limiting the generality of the immediately preceding sentence and except as set forth on Schedule 6.1, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Company shall not and shall cause each other Group Company not to, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or for delayed): (a) issue any Employeenotes, officer bonds or director other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) mortgage or pledge any of its properties or assets (tangible or intangible) or subject them to any Lien, except to the extent such mortgage or pledge results in a Permitted Lien; (c) sell, assign, transfer, lease or license any of its material tangible or intangible assets, except in the Ordinary Course; (d) form a Subsidiary; (e) settle any material Proceeding or (ii) waive or release any material rights or material claims; (f) commence any Proceeding (other than to enforce the terms of this Agreement); (g) acquire (other than as a result of a capital expenditure), dispose of or transfer any asset with a value in excess of $50,000 individually or $100,000 in the aggregate; (h) pay, discharge or satisfy any claims or liabilities in excess of $50,000 or forgive, cancel, compromise, waive or release any debts, claims or rights in excess of $50,000, in each case, other than in the ordinary course of business and pursuant to employment arrangements existing as of the date of this AgreementOrdinary Course; (i) effect any restructuring, (iii) pay reorganization or agree to pay any bonus, incentive compensation, service award, severance, "stay bonus" complete or other like benefit or (iv) enter into or modify any other material Employee Planpartial liquidation; (j) enter into acquire (by merger, consolidation, acquisition of stock or modify assets or otherwise) any Contract Person or other arrangement with a Related Partyenterprise; (k) make any change capital expenditures or commitments therefor that aggregate in any method excess of accounting or accounting practice$100,000; (l) fail to comply with all material Laws applicable to make any loans or advances to, guarantees for the Assets benefit of, or any investments in, any Persons in excess of $50,000 in the Company or the Company Subsidiary and the Business consistent with past practicesaggregate; (m) fail amend or authorize any amendment to use its commercially reasonable efforts to (i) maintain the Business, (ii) maintain existing relationships with material suppliers and customers Governing Documents of the Company and others having business dealings with the any Group Company, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make materially change or change any election in respect of Taxes, adopt or change authorize any material change in its financial accounting practices or method of accounting for any items in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver the preparation of the limitation period applicable to financial statements of any claim or assessment in respect of TaxesGroup Company; (o) commence enter into any Action settlement, conciliation or Proceedingsimilar agreement involving claims not fully covered by insurance in excess of $50,000 or waived any rights having a value in excess of $50,000; (p) take enter into, amend or terminate any action Material Contract or Real Property Lease (or any agreement that would cause any representation be a Material Contract or warranty Real Property Lease if in effect as of the Company in this Agreement to be or become untrue in any material respectdate hereof); (q) knowingly take write-off or otherwise reduce the amount of any other actions that would prevent receivables, except in the Company from performing or cause Ordinary Course and at levels which are consistent with reserves for uncollectible amounts included in the Company not to perform its agreements and covenants hereunder; orLatest Balance Sheet; (r) directly make, change or indirectly takerevoke any material Tax election, change any material method of Tax accounting, settle any Tax claim without giving Buyer prior written notice of the material terms of such settlement, waive or extend the statute of limitations with respect to a material amount of Taxes (other than in connections with extensions of time to file Tax Returns obtained in the Ordinary Course), or enter into any private letter ruling or closing agreement with any taxing authority; (i) except as may be required by applicable Legal Requirement or the terms of an Employee Benefit Plan in existence on the date hereof, increase the compensation or benefits payable or provided to any employee, officer, director, individual consultant or individual independent contractor of any Group Company (other than for non-officer employees or independent contractors with annual base salary of less than $50,000) or (ii) except as required by applicable Legal Requirement, terminate, adopt, enter into, or amend any material Employee Benefit Plans or any plan, policy, program or agreement that would have constituted a material Employee Benefit Plan if it had been in effect on the date of this Agreement; (t) engage in (i) any practice that would have the effect of accelerating pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (ii) any practice which would have the effect of postponing to post-Closing periods payments by the Group Companies that would otherwise be expected (based on past practice) to be made in pre-Closing periods or (iii) any other promotional, sales, discount activity or deferred revenue activity, in each case in this clause (iii), in a manner outside the Ordinary Course; (u) agree in writing to take or otherwise permit to occur any of the actions described above in Sections 5.1(aclauses (a) through 5.1(q)(m) of this Section 6.1; (v) create any easement, restriction or other encumbrance (other than Permitted Liens) on the Owned Real Property that would have a Company Material Adverse Effect on the Owned Real Property; or (w) fail to use commercially reasonable efforts to preserve any permits required for the conduct of the business as currently conducted or the ownership and use of the assets, other than such failures that would not be expected to be material to the Group Companies taken as a whole.

Conduct of Business of the Company. Except as otherwise expressly contemplated by (1) Until the earlier of the Effective Time and the time that this Agreement or as consented to by Buyer is terminated in writing, from the date hereof through the Closingaccordance with its terms, the Company shall, and shall cause the Company Subsidiary to, (a) operate the Business solely conduct business in the ordinary course of business Ordinary Course and in accordance compliance, in all material respects, with past practice and all Laws. (b2) not take any action inconsistent with this Agreement or the consummation of the Merger. Without limiting the generality of Section 4.1(1), the foregoingCompany shall use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the present employees and agents of the Company and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with the Company and, except as specifically contemplated by this Agreement for transactions involving the Company and one or as consented to by Buyer in writingmore of its wholly-owned Subsidiaries or between wholly–owned Subsidiaries of the Company or with the prior written consent of the Purchaser, the Company shall not, and shall cause the Company Subsidiary not permit any of its Subsidiaries to, directly or indirectly: (a) incur amend the Company’s Constating Documents or any indebtedness for borrowed money, or assume, guarantee, endorse, or otherwise become responsible for obligations of any other PersonSubsidiary’s constating documents; (b) issue split, combine or reclassify any of its shares or declare, set aside or pay any dividend or other distribution (except pursuant to the exercise whether in cash, stock or property or any combination thereof) or amend any term of any outstanding debt security; (c) amend the Company Options outstanding on Stock Option Plan or the date Company Restricted Share Unit Plan, or amend or modify the terms of this Agreementany Company Dilutive Securities (including the vesting thereof); (d) redeem, repurchase, or commit otherwise acquire or offer to issue redeem, repurchase or otherwise acquire any shares of its capital stock; (e) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or any other securities equity or voting interests, or any securities options, warrants or similar rights exercisable or exchangeable for or convertible into shares of its such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other securitiesrights that are linked to the price or the value of Common Shares, including, without limitation, any options to acquire capital stock, accelerate except for the issuance of Common Shares issuable upon the exercise or vesting of any the Company Options, or reserve for issuance additional sharesDilutive Securities outstanding on the date of this Agreement in accordance with the terms thereof; (cf) declareacquire (by merger, pay or incur any obligation to pay any dividend or distribution on its capital consolidation, acquisition of stock or declareassets or otherwise), make directly or incur indirectly, in one transaction or in a series of related transactions, any obligation to make any distribution material assets, securities, properties, interests or redemption with respect to capital stockbusinesses; (dg) make any change to the Company's Certificate of Incorporation or Bylaws or the Company Subsidiary's charter documents; (e) mortgagesell, pledge or otherwise encumber any Assets or selllease, transfer, license encumber or otherwise dispose of any Assets of its assets or any interest therein except for the sale assets which are obsolete and which individually or disposition of inventory to customers in the ordinary course aggregate do not exceed $100,000; (h) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $100,000; (i) prepay any indebtedness before it falls due or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof; (j) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (k) enter into any interest rate, currency, equity or commodity swaps, xxxxxx, derivatives, forward sales contracts or similar financial instruments; (l) make, amend or rescind any material Tax election, amend, in any manner adverse to the Company, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of business and consistent its methods of Tax accounting; (m) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; (fn) cancelother than in the Ordinary Course, release make any bonus or assign profit sharing distribution or similar payment of any indebtedness owed to it or any claims or rights held by itkind; (go) make any investment or commitment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (h) terminate any Contract listed on Disclosure Schedule 3.11 or make any change in any such Contractthe Company’s methods of accounting, except as required by concurrent changes in GAAP; (ip) without increase any severance, change of control or termination pay to (or amend any existing arrangement with) any Company Employee or director or executive officer of the written consent Company or any of Buyer, which consent shall not be unreasonably withheld, (i) enter into its Subsidiaries; or modify any employment Contract, (ii) increase the benefits payable under any existing severance or termination pay policies with any compensation to or for any Employee, officer Company Employee or director other than in the ordinary course of business and pursuant to employment arrangements existing as or executive officer of the date Company or any of this Agreement, its Subsidiaries; or (iii) pay increase the benefits payable under any employment agreements with any Company Employee or agree to pay director or executive officer of the Company or any bonus, incentive compensation, service award, severance, "stay bonus" or other like benefit of its Subsidiaries; or (iv) enter into any employment, deferred compensation or modify other similar agreement (or amend any other material Employee Plan; such existing agreement) with any director or executive officer of the Company; (jv) enter into or modify any Contract employment or other arrangement similar agreement with a Related Party; (k) make any Person which includes any change of control provision or any provision for severance or termination pay in excess of the statutory minimum; or (v) increase compensation, bonus levels or other benefits payable to any method of accounting Company Employee or accounting practice; (l) fail to comply with all material Laws applicable to the Assets director or executive officer of the Company or any of its Subsidiaries (other than, in the case of a Company Subsidiary and Employee who is not a director or executive officer of the Business Company, in a manner consistent with past practicespractice); (mq) fail to use its commercially reasonable efforts to (i) maintain the Businesscancel, (ii) maintain existing relationships with material suppliers and customers of the Company and others having business dealings with the Companywaive, and (iii) otherwise preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (n) make or change any election in respect of Taxesrelease, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreementassign, settle or compromise any claim, notice, audit report claims or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxesrights; (or) commence compromise or settle any Action material litigation, proceeding or Proceedinggovernmental investigation; (ps) amend or modify in any material respect, or terminate or waive any right under, any Material Contract of the Company or enter into any contract or agreement that would be a Material Contract of the Company if in effect on the date hereof; (t) except as contemplated in Section 4.9 amend, modify or terminate any insurance policy of the Company or any of its Subsidiaries in effect on the date of this Agreement; (u) adopt a plan of liquidation or resolution providing for the liquidation, dissolution or winding up of the Company or any of its Subsidiaries; or (v) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. (3) Notwithstanding the foregoing, the provisions of this Section 4.1 will not prohibit the Company from taking or causing or prohibiting its Subsidiaries to take any action that would cause any representation the Company and Purchaser agree, in good faith, is in or warranty not opposed to the best interest of the Company in this Agreement to be or become untrue in any material respect; (q) knowingly take any other actions that would prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder; or (r) directly or indirectly take, agree to take or otherwise permit to occur any of the actions described in Sections 5.1(a) through 5.1(q)Shareholders.