Common use of Conduct of Business Pending the Closing of the Transaction Clause in Contracts

Conduct of Business Pending the Closing of the Transaction. Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Worldwide shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Company will comply with each of the following: (1) The business of the Company shall be conducted only in the ordinary and usual course, the Company shall use reasonable efforts to keep intact its business organization and goodwill, keep available the services of its officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, and other persons having business or financial relationships with the Company, and the Company shall immediately notify Worldwide of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Company. (2) The Company shall not (a) amend its Articles of Incorporation or Bylaws, or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property. (3) The Company shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing. (4) The Company shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice. (5) The Company shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee, except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice. (6) The Company shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of its assets or properties, except for sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of their property, or as specifically provided for or permitted in this Agreement. (7) The Company shall not enter into, or terminate, any material contract, agreement, commitment, or understanding. (8) The Company shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in Paragraphs (1) through (7), inclusive, of this section. (9) The Company will continue promptly and properly to file when due all federal, state, local, foreign and other tax returns, reports, and declarations required to be filed by the Company, and pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Company. (10) The Company will comply with all laws and regulations applicable to the Company and its operations. (11) The Company will maintain in full force and effect insurance coverage of a type and amount customary in its business, but not less than that presently in effect.

Conduct of Business Pending the Closing of the Transaction. Prior to the ------------------------------------------------------------------ consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Worldwide BEVsystems shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Company and the Company's subsidiary will comply with each of the following: (1) The business businesses of the Company and the Company's subsidiary shall be conducted only in the ordinary and usual course, the Company and the Company's subsidiary shall use reasonable efforts to use reasonable efforts to keep intact its their business organization and goodwill, keep available the services of its their officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, and other persons having business or financial relationships with the Company and the Company's subsidiary, and the Company shall immediately notify Worldwide BEVsystems of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Company or the Company's subsidiary. (2) The Except for the Reverse Stock Split, the Company and the Company's subsidiary shall not (a) amend its their Articles of Incorporation (or Bylawssimilar charter document) or Bylaws (or similar governing document), or (b) split, combine, or reclassify any of its their outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property. (3) The Except for the Reverse Stock Split, the Company and the Company's subsidiary shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its their capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing. (4) The Company and the Company's subsidiary shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice. (5) The Company and the Company's subsidiary shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee, except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice. (6) The Company and the Company's subsidiary shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of its their assets or properties, except for sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of their property, or as specifically provided for or permitted in this Agreement. (7) The Company and the Company's subsidiary shall not enter into, or terminate, any material contract, agreement, commitment, or understanding. (8) The Company and the Company's subsidiary shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in Paragraphs (1) through (7), inclusive, of this section. (9) The Company and the Company's subsidiary will continue promptly and properly to file when due all federal, state, local, foreign and other tax returns, reports, and declarations required to be filed by the CompanyCompany or that subsidiary, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Company or the Company's subsidiary. (10) The Company and the Company's subsidiary will comply with all laws and regulations applicable to the Company or the Company's subsidiary and its their operations. (11) The Company and the Company's subsidiary will maintain in full force and effect insurance coverage of a type and amount customary in its businesstheir businesses, but not less than that presently in effect.

Conduct of Business Pending the Closing of the Transaction. Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Worldwide Sycamore and Sweet Spot shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Company will comply with each of the following: (1) The business of the Company shall be conducted only in the ordinary and usual course, the Company shall use reasonable efforts to use reasonable efforts to keep intact its business organization and goodwill, keep available the services of its officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, employees and other persons having business or financial relationships with the Company, and the Company shall immediately notify Worldwide Sycamore and Sweet Spot of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Company. (2) The Company shall not (a) amend its Articles Certificate of Incorporation (or Bylawssimilar charter document) or Bylaws (or similar governing document), or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property. (3) The Company shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing. (4) The Company shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice. (5) The Company shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee, except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice. (6) The Company shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of its their assets or properties, except for sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of their property, or as specifically provided for or permitted in this Agreement. (7) The Company shall not enter into, or terminate, any material contract, agreement, commitment, or understanding. (8) The Company shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in Paragraphs (1) through (7), inclusive, of this section. (9) The Company will continue promptly and properly to file when due all federal, state, local, foreign and other tax returns, reports, and declarations required to be filed by the Company, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Company. (10) The Company will comply with all laws and regulations applicable to the Company and its operations. (11) The Company will maintain in full force and effect insurance coverage of a type and amount customary in its business, but not less than that presently in effect.

Conduct of Business Pending the Closing of the Transaction. Prior to the ------------------------------------------------------------------ consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Worldwide the Company shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Company BEVsystems will comply with each of the following: (1) The business of the Company BEVsystems shall be conducted only in the ordinary and usual course, the Company BEVsystems shall use reasonable efforts to keep intact its business organization and goodwill, keep available the services of its officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, and other persons having business or financial relationships with the CompanyBEVsystems, and the Company BEVsystems shall immediately notify Worldwide the Company of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the CompanyBEVsystems. (2) The Company BEVsystems shall not (a) amend its Articles of Incorporation (or Bylawssimilar charter document) or Bylaws (or similar governing document), or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property. (3) The Company BEVsystems shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing. (4) The Company BEVsystems shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice. (5) The Company BEVsystems shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee, except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice. (6) The Company BEVsystems shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of its BEVsystems' assets or properties, except for sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of their BEVsystems' property, or as specifically provided for or permitted in this Agreement. (7) The Company BEVsystems shall not enter into, or terminate, any material contract, agreement, commitment, or understanding. (8) The Company BEVsystems shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in Paragraphs (1) through (7), inclusive, of this section. (9) The Company BEVsystems will continue promptly and properly to file properly and promptly when due all federal, state, local, foreign and other tax returns, reports, and declarations required to be filed by the Company, BEVsystems and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the CompanyBEVsystems. (10) The Company BEVsystems will comply with all laws and regulations applicable to the Company BEVsystems and its BEVsystems' operations. (11) The Company BEVsystems will maintain in full force and effect insurance coverage of a type and amount customary in its business, but not less than that presently in effect.

Conduct of Business Pending the Closing of the Transaction. Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its termsAgreement, unless Worldwide the Company shall otherwise consent in writing, writing and except as otherwise contemplated by this Agreement, the Company InfoLinx BC will comply with each of the following: (1) The business of the Company InfoLinx BC shall be conducted only in the ordinary and usual course, the Company InfoLinx BC shall use reasonable efforts to use reasonable efforts to keep intact its business organization and goodwill, keep available the services of its officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, and other persons having business or financial relationships with the Company, InfoLinx BC; and the Company InfoLinx BC shall immediately notify Worldwide the Company of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the CompanyInfoLinx BC. (2) The Company InfoLinx BC shall not (a) amend its Articles of Incorporation (or Bylawssimilar charter document) or Bylaws (or similar governing document), or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on regarding or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, property, or propertyany combination thereof. (3) The Company InfoLinx BC shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing. (4) The Company InfoLinx BC shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice. (5) The Company InfoLinx BC shall not (a) adopt, enter into, or amend any agreement or arrangement regarding any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee, except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice. (6) The Company InfoLinx BC shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of its InfoLinx BC’s assets or properties, except for sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of their propertyInfoLinx BC’s assets or properties, or as specifically provided for or permitted in this Agreement. (7) The Company InfoLinx BC shall not enter into, or terminate, any material contract, agreement, commitment, or understanding. (8) The Company InfoLinx BC shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in Paragraphs (1) through (7), inclusive, of this section. (9) The Company InfoLinx BC will continue properly and promptly and properly to file when due all federal, state, local, foreign and other tax returns, reports, and declarations required to be filed by the Company, InfoLinx BC and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the CompanyInfoLinx BC. (10) The Company InfoLinx BC will comply with all laws and regulations applicable to the Company InfoLinx BC and its operations. (11) The Company InfoLinx BC will maintain in full force and effect insurance coverage of a type and amount customary in its business, but not less than that presently in effect.