Common use of Conduct of Business of Voyager Clause in Contracts

Conduct of Business of Voyager. Except as contemplated by this Agreement or as described in Section 4.2 of the Voyager Disclosure Schedule during the period from the date hereof to the Effective Time, Voyager will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.2 of the Voyager Disclosure Schedule, prior to the Effective Time, Voyager will not, without the prior written consent of: (a) amend its Certificate of Incorporation or Bylaws (or other similar governing instrument); (b) 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 stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights; (c) split, combine or reclassify any shares of its capital stock, 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, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; (d) adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, re-capitalization or other reorganization of Voyager (other than the Merger); (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (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 Voyager or its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due); (f) except as may be required by law, enter into, adopt or amend or terminate 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 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, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent Voyager or its subsidiaries from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2002 in the ordinary course of yearend compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2002 in amounts previously disclosed to (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to Voyager); (g) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions other than in the ordinary course of business; (h) 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; (i) revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory of writing-off notes or accounts receivable other than in the ordinary course of business; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to Voyager; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000: provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts; (k) make any tax election or settle or compromise any income tax liability material to Voyager and its subsidiaries taken as a whole; (l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on Voyager; (m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of the Voyager contained in this Agreement untrue or incorrect.

Conduct of Business of Voyager. Except as contemplated by this Agreement or as described in Section 4.2 of the Voyager Disclosure Schedule during During the period from the date hereof ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time of the Merger, Voyager shall carry on its business in the usual, regular and ordinary course in substantially the same manner as conducted prior to the Effective Time, Voyager will conduct its operations in the ordinary course date of business consistent with past practice this Agreement and, to the extent consistent therewithwith such business, with no less diligence and effort than would be applied in the absence of this Agreement, seek use reasonable efforts to preserve intact its current present business organizationorganizations, keep available the service services of its current officers and employees present service providers, and preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees and others having business dealings with it it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality Time of the foregoingMerger. Voyager shall promptly notify PC-TEL of any event or occurrence not in the ordinary course of business of Voyager and any event which could have a material and adverse effect on the business condition of Voyager. Except as expressly contemplated by this Agreement, except as otherwise expressly provided in this Agreement or as described in Section 4.2 of the Voyager Disclosure Schedule, prior to the Effective Time, Voyager will notVoyager, without the prior written consent ofof PC-TEL or Sub (which consent shall not be unreasonably withheld), shall not: (a) amend its Certificate incur any additional indebtedness for money borrowed or guarantee any indebtedness or obligation of Incorporation or Bylaws (or any other similar governing instrument)party; (b) 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 stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights; (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution of assets to, repurchase any of its stock from, or make any loan to its shareholders; (whether in cash, c) issue or grant any securities or securities convertible into capital stock or property grant or issue any combination thereof) in respect of its capital stockoptions, make any other actual, constructive warrants or deemed distribution in respect of rights to subscribe for its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of securities convertible into its securitiescapital stock; (d) adopt a plan of complete enter into, amend or partial liquidation, dissolution, merger consolidation, restructuring, re-capitalization terminate any employment or other reorganization of Voyager (other than the Merger)consulting agreement or any similar agreement or arrangement; (e) (i) incur increase the compensation payable or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise to become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions payable to or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of Voyager or its subsidiaries; or (v) mortgage or pledge any of its material assetsofficers, tangible employees or intangibleagents above the amount payable as of February 1, 2000, or create adopt or suffer to exist amend any material Lien thereupon (other than tax Liens for taxes not yet due)employee benefit plan or arrangement; (f) except as may be required by law, enter into, adopt or amend or terminate 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 or other arrangement for accelerate the benefit or welfare vesting 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 stock benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting including exercisability of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent Voyager or its subsidiaries from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2002 in the ordinary course of yearend compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2002 in amounts previously disclosed to (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to Voyageroptions); (g) acquire, sell, lease acquire or dispose of any properties or assets used in any single transaction or series of related transactions other than its business except in the ordinary course of business; (h) except waive any statute of limitations so as may be required as a result of a change in law to extend any tax or in generally accepted accounting principles, change any of the accounting principles or practices used by itother liability; (i) revalue in create or suffer to be imposed any material respect lien, mortgage, security interest or other charge on or against its properties or assets; (j) enter into, amend or terminate any lease of its assets, including, without limitation, writing down the value of inventory of writing-off notes real or accounts receivable other personal property otherwise than in the ordinary course of business; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to Voyager; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000: provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts; (k) make any tax election amend its Articles of Incorporation or settle or compromise any income tax liability material to Voyager and its subsidiaries taken as a wholeBylaws; (l) settle engage in any activities or compromise any pending or threatened suit, action or claim which (i) relates to transactions outside the transactions contemplated hereby or (ii) ordinary course of its business as conducted at the settlement or compromise of which could have a Material Adverse Effect on Voyager;date hereof; or (m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations amendments or warranties of the Voyager contained changes in this Agreement untrue any instruments, agreements, other documents or incorrectwritten information delivered by it or its representatives to PC-TEL.