Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, from the date hereof to the Closing Date, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the following actions: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viii) any lay-off with respect to a significant part of the workforce of the Company; (ix) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreement; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, During the period from the date hereof to until the earlier of Closing Dateor the date on which this Agreement is terminated in accordance with Article 9, Sellers except as set forth on Schedule 8.2, the Group Companies shall use their shareholder rights (to a) conduct the extent permitted under applicable law) so as to cause the Company to conduct its business, Business in all material respects, respects in the ordinary coursecourse of business, consistent with past practicepractices and (b) preserve intact the Company’s present business, organization, assets and operations and maintain its relations and goodwill with the suppliers, customers, key employees, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of others having a business relationship with the Company; provided, that, notwithstanding the foregoing, (x) so as the Group Company may take any COVID-19 Actions in good faith, (y) the Group Company may use all available cash to cause the Company not to, take, repay any Indebtedness or commit to take, any of the following actions: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser Transaction Expenses prior to the date hereof; Closing, and (viiiz) any lay-off with respect to a significant part the Group Company may take into account the Contemplated Transactions in calculating and paying estimated Taxes. Without limiting the generality of the workforce foregoing, without the prior written consent of the Company; Xxxxx (ix) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreement; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), no Group Company will: 8.2.1. If Purchaser does not react grant or announce any new incentive awards, bonus or similar compensation or any material increase in the wages, salaries, compensation, bonuses, or incentives payable to such request any Company Employee or individual independent contractor providing similar services, except for increases in the ordinary course of Sellers within five Business Daysbusiness or to employees or independent contractors earning annual base compensation less than $210,000 or provided for in any Contracts or Company Plans in effect on the date hereof or that would constitute Transaction Expenses; 8.2.2. (a) except as set forth on Schedule 8.2.2, the consent shall be deemed granted. issue, sell or otherwise dispose of any equity interest or grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests, (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers redeem, purchase or otherwise acquire, or make or declare any dividend or any other distribution in respect of, any of Sellers’ Affiliates its Equity Interests, or directors (c) effect any recapitalization, reclassification, profits interests or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6.like change in capitalization;

Conduct of Business Prior to Closing. (1) During the Interim Period the Sellers shall cause each Purchased Company to conduct the Business in the Ordinary Course except (i) to the extent required to comply with its obligations under this Agreement, (ii) with the prior written consent of the Purchaser (which such consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Section 5.1 of the Disclosure Letter. (2) Without limiting the generality of Section 5.1(1), subject to applicable Laws and except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period the Sellers shall not permit any Purchased Company to: (a) Except as disclosed in Exhibit 6.1(a)sell, transfer or except for any transactions contemplated by this Agreement, from the date hereof to the Closing Date, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders otherwise dispose of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the following actions: Assets used in the Business except for (iA) any recapitalization Assets which are obsolete, (B) Assets which individually or reorganizationin the aggregate do not exceed $250,000, any merger or similar business combination between (C) Assets sold in the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structureOrdinary Course; (iib) make any declaration material capital expenditure or payment of dividends by the Company commitment to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money do so substantially in excess of EUR 100,000; (v) any investment by the Company in, or amount budgeted for the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 same in the individual case; (vii) any capital expenditure by budget presented to the Company, by additions or improvements to property, plant or equipment, in excess Purchaser as of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viiic) discharge any lay-off obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $250,000, other than in the Ordinary Course; (d) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to a significant part the liabilities or obligations of any Person, either involving more than $250,000 or outside the workforce of Ordinary Course; provided, however, that the CompanyPurchased Companies may draw under the revolving credit facilities in place at signing as needed to fund Ordinary Course business activities without any limitation as to the amount drawn, so long as in each case such Indebtedness is included in the Estimated Indebtedness; (ixe) award or make any change in, bonus or commitment to change, any compensation profit sharing distribution or benefit similar payment of any Key kind or declare or pay any dividends except as may be required by the terms of a Material Contract, an Employee pursuant Plan, an Employment Contract or a contract identified to any severance, retirement or other agreement made the Purchaser and listed in connection with this Agreement or Section 3.1(t) of the transactions contemplated herebyDisclosure Letter; (xf) amend remove the auditor or any director or terminate any officer or other Key Employee other than for cause; (g) enter into any extension or renewal of any existing Contract, or enter into any new Contract, in either case for the provision of goods or services to a Purchased Company which cannot be terminated by such Purchased Company upon written notice of 60 days’ or less and without any monetary penalty; (h) enter into any Contract with any Affiliate that is not on arms-length terms or that cannot be terminated for convenience at Closing without any penalty or other fee; (i) write off as uncollectible any Accounts Receivable in excess, individually or in the New License Agreements aggregate, of $250,000; (j) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employees except as may be required by the terms of a Material Contract, an Employee Plan or an Employment Contract, other than customary increases consistent with past practice in amounts not to exceed 5% of existing remuneration individually or in the aggregate; (iik) increase the Silicon Supply Agreement benefits to which employees are entitled under any Employee Plan (except for non-material increases on account of health and welfare plan renewals) or create any new Employee Plan; (l) cancel or waive any material claims or rights under its Material Contracts; (m) compromise or settle any litigation, proceeding or governmental investigation or action relating to the Assets, the Business or such Purchased Company except as amended pursuant to required by this Agreement, in excess, individually or in the aggregate, of $250,000, or outside of the Ordinary Course; (n) cancel or materially reduce any of its insurance coverage; (o) make any change in any method of accounting or auditing practice outside of the Ordinary Course, or amend or approve any amendment to its Organizational Documents or capital structure; (p) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period; or (xiq) file for insolvency unless required by mandatory laws authorize, agree, or otherwise commit, whether or not in each case without Purchaser’s prior consent (such consent not writing, to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or do any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6foregoing.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions otherwise expressly contemplated by this AgreementAgreement or the Related Agreements, during the period from the date hereof of this Agreement to the Closing Date, Sellers each Contributor shall cause the Business to be conducted only according to the Ordinary Course. Except as otherwise expressly contemplated by this Agreement or the Related Agreements, during the period from the date of this Agreement to the Closing Date, each Contributor shall use their shareholder rights commercially reasonable efforts to preserve its business organizations, to keep available the services of its key officers, and to substantially maintain current relationships with material licensors, suppliers, distributors, customers and other third party business relationships; provided, however, that nothing in this sentence shall require any Contributor or its Affiliates to (1) take any action or refrain from taking any action that could cause a breach of any representation or warranty of the Contributors in this Agreement or in any of the Related Agreements, (2) repay any loan agreement or Contract for borrowed money in whole or in part, except as currently required by its terms, (3) amend any Contract to increase the amount payable thereunder or otherwise to be more burdensome to any Contributor or its Affiliates, (4) make any cash payment, provide any guaranty or relinquish any property or contractual rights, or (5) be required to commit to any divestiture transaction, agree to sell or hold separate or agree to license to competitors of such Contributor or its Affiliates, before or after the Closing Date, any of such Contributor’s or its Affiliates’ businesses, product lines, properties or assets (other than the Business pursuant to this Agreement and the Related Agreements), or agree to any changes or restrictions in the operation of such businesses, product lines, properties or assets. Without limiting the immediately preceding sentence, prior to the extent Closing Date, except as may be first approved in writing by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of FADV or as expressly permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, by this Agreement or in the ordinary courseRelated Agreements, consistent with past practice, and Sellers, in particular, shall noteach Contributor shall, and shall use their rights as holders of all shares in the cause each Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to to, cause the Company not to, take, or commit Business to take, any of the following actionsrefrain from: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structureincreasing its Indebtedness; (ii) canceling or waiving any declaration claim or payment right of dividends by the Company to any of the Sellerssubstantial value; (iii) selling, leasing or otherwise disposing of any acquisition, encumbrance material asset or divestiture property used by the Company of a shareholding or business (Geschäftsbereich)Business, other than in the Ordinary Course; (iv) entering into any incurrence or guarantee by the Company of any indebtedness for borrowed money Contract that is reasonably expected to generate annual revenue in excess of EUR 100,000$1,000,000, or amending any Contract that generated revenue in excess of $1,000,000 for the twelve month period ended April 30, 2005; (v) any investment by the Company in, liquidating or the making of any loan to, any other company or entity exceeding in each case EUR 100,000dissolving; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual casechanging its capital structure; (vii) entering into or amending any capital expenditure by Contract with an Affiliate of any Contributor (or any director or Officer of a Contributor or any of its Affiliates or any “associates” or members of the Company“immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 promulgated under the Exchange Act) of any such director or Officer, by additions or improvements to propertyother than Experian Information Solutions, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof;Inc. and its Affiliates) other than on arms-length terms; and (viii) writing off as uncollectible any lay-off with respect to a significant part notes or accounts receivable of the workforce of Business, except write-offs in the Company; (ix) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreement; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed grantedOrdinary Course. (b) Sellers’ obligations in Except as otherwise expressly contemplated by this Section 6 shall not apply if and Agreement or the Related Agreements, during the period from the date of this Agreement to the extent that Sellers’ compliance with those obligations may Closing Date, each Contributor shall cause that Sellers or any the business of Sellers’ Affiliates or directors or representatives is reasonably likely Bar None and the XRES Business to become liable be conducted only according to the Company or any third party based on actions that would have to be taken under this Section 6Ordinary Course.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, from From and after the date hereof to of this Agreement and until the Closing DateClosing, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct Parties shall, and shall cause each Subsidiary to, operate its business, in all material respects, business in the ordinary course, course consistent with past practicepractices. Notwithstanding the foregoing, and Sellers, in particular, the Company Parties shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company Subsidiaries not to, take, or commit to take, any without the prior written consent of the following actions:Purchaser (which consent shall not be unreasonably withheld): (ia) amend or otherwise modify any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to Material Contract on terms less favorable than those that exist on the date hereof; (viiib) make any lay-off with respect change to a significant part of the workforce of the Companyits authorized capital stock, or amend its charter or bylaws; (ixc) take or fail to take any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated herebyact which could have a Material Adverse Effect; (xd) amend enter into any new employment or terminate consulting agreement in excess of $250,000 per annum; (e) create any Contingent Obligation, by way of guarantees or otherwise; (f) declare, pay or set aside any dividend or other distribution or payment in cash, stock or property in respect of shares of its Capital Stock, or adopt or consider any plan or arrangement with respect thereto, or redeem, retire, purchase or otherwise acquire for value, directly or indirectly, any of its Capital Stock or split, combine or reclassify outstanding shares of its Capital Stock; (g) issue or sell any shares of its Capital Stock or any Equity Rights; (i) increase the New License Agreements level of compensation of any officer or employee, except in the ordinary course of business or (ii) amend any existing Benefit Plan or adopt any new Benefit Plan; (i) (i) incur any Indebtedness for borrowed money (other than under the Silicon Supply Senior Credit Documents); (ii) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any asset of any Company Party with a value exceeding $10,000 individually and $50,000 in the aggregate; (iii) purchase or acquire any business or any securities or assets of any Other Person; (iv) enter into any partnership, joint venture or strategic alliance; (v) settle any litigation at a cost to any Company Party or Subsidiary in excess of $50,000; or (vi) accelerate payment on any Indebtedness; (j) acquire or affiliate with any dental practice, dental practice management company or person engaged in the Dental Insurance Business, whether or not it is an LLCP Permitted Acquisition; (k) make any Capital Expenditures in excess of $2.0 million in the aggregate or sell any assets (other than inventory in the ordinary course of business consistent with past practices); (l) fail to use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its operating personnel or to preserve the goodwill of those having business relationships with the Company Parties, including, without limitation, the Affiliated Dental Practices; (m) enter into any transactions with its or their Affiliates; (n) fail to maintain its books and records in accordance with past practices and in conformity with GAAP; (o) take any action enumerated in SECTION 3.12 or which would be prohibited by any other Investment Document determined as if the transactions contemplated by this Agreement as amended pursuant to this Agreementhad been consummated; or (xip) file for insolvency unless required by mandatory laws take, or fail to take, any commercially reasonable action so that any of the representations or warranties of the Company Parties contained in each case without Purchaser’s prior consent (such consent not this Agreement cease to be unreasonably withheld)true and correct in all respects. If The Issuers shall notify the Purchaser does not react to such request in writing of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if occurrence of any Material Adverse Effect or breach of the representations and to the extent that Sellers’ compliance with those obligations may cause that Sellers or any warranties of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken Parties under this Section 6Agreement within one (1) Business Day following the occurrence thereof.

Conduct of Business Prior to Closing. (a1) Except as disclosed in Exhibit 6.1(a)During the Interim Period, or except for any transactions contemplated by this Agreement, from the date hereof to the Closing Date, Sellers Vendors shall cause each Purchased Corporation to: (x) use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company commercially reasonable efforts to conduct its business, in all material respects, the business of each Purchased Corporation in the ordinary courseOrdinary Course (for greater certainty, consistent where any Purchased Corporation is an operator of any property, the Vendors shall cause it to operate and maintain such property in a proper and prudent manner in accordance with past practicegood oil and gas industry practice and the agreements, including the Documents of Title, and SellersApplicable Laws and Authorizations, in particulargoverning the ownership and operation of such property) and, shall not, and shall use their rights as holders of all shares in without limiting the Company (to the extent permitted under applicable law and the articles of association or by-laws generality of the Companyforegoing, (y) so as subject to cause any exceptions expressly consented to by the Company not toPurchaser in writing, take, or commit to take, any of the following actionsnot: (i) sell, transfer or otherwise dispose of or diminish the value of any recapitalization assets used in its business except for (A) assets which are obsolete and which individually or reorganizationin the aggregate do not exceed $150,000, any merger or similar business combination between (B) production from Hydrocarbons sold in the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structureOrdinary Course; (ii) make any declaration capital expenditure or payment of dividends by commitment except as and when contemplated in the Company Corporation’s 2016 capital budget appended to any Section 5.1(1)(a) of the SellersDisclosure Letter in excess of $150,000 individually or $300,000 in aggregate; (iii) expended or commit to expend any acquisition, encumbrance amounts with respect to any operating expenses or divestiture by general and administrative expenses except as and when contemplated in the Company Corporation’s 2016 capital budget Section 5.1(1)(a) of a shareholding or business (Geschäftsbereich)the Disclosure Letter; (iv) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any incurrence corporation, partnership or guarantee other business organization or division thereof, or make any investment therein either by the Company purchase of any indebtedness for borrowed money in excess shares or securities, contributions of EUR 100,000capital or property transfer; (v) acquire any investment by assets with an acquisition cost in excess of $150,000 individually or $300,000 in the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000aggregate; (vi) discharge any sale of any fixed assets with a value in excess of EUR 100,000 obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the individual caseaggregate exceed $150,000; (vii) increase its indebtedness for borrowed money or make any capital expenditure by the Companyloan or advance, by additions or improvements to propertyassume, plant guarantee or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior otherwise become liable with respect to the date hereofliabilities or obligation of any Person; (viii) pay, discharge or satisfy any lay-off with respect to a significant part of the workforce of the Companymaterial claims, liabilities or obligations; (ix) modify or change any change in, existing Authorization or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated herebyE&P Contract; (x) amend enter into or terminate any hxxxxx, swaps or other financial instruments or like transactions; (ixi) make any bonus or profit sharing distribution or similar payment of any kind or declare or pay any dividends or other distributions except as may be required by the New License Agreements terms of a Material Contract or a contract listed in Section 3.1(rr) of the Disclosure Letter; (iixii) remove any auditor or director or terminate any officer or other senior employee; (xiii) hire any officer or director; (xiv) write off as uncollectible any Accounts Receivable which individually or in the Silicon Supply Agreement aggregate is material to the applicable Purchased Corporation or is in excess of $150,000; (xv) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees or consultants of any Purchased Corporation except as may be required by the terms of a Material Contract or a contract listed in Section 3.1(ss) of the Disclosure Letter; (xvi) increase the benefits to which employees of any Purchased Corporation are entitled under any Employee Plan or create any new Employee Plan for any employee; (xvii) cancel, waive, release, grant or transfer any material claims or rights; (xviii) take any action with respect to the amendment of any severance or termination pay policies or arrangements for any officers, management executives, directors, employees or consultants; (xix) grant any advance or any loan to any officer or director or any other party; (xx) compromise or settle any litigation, proceeding or other governmental action relating to the Assets or any Purchased Corporation or its business; (xxi) cancel or reduce any of its insurance coverage or permit such coverage to lapse; (xxii) permit any of its facilities to be shut down for any period of time in excess of 12 hours; (xxiii) agree or consent to the release of any director or officer from any fiduciary duty owed by such person to any Purchased Corporation; (xxiv) make any change in any method of accounting or auditing practice, or amended pursuant or approve any amendment to this Agreementits constating documents, by-laws (as applicable) or capital structure; (xxv) pay within the time prescribed by Applicable Law the proper amount of any Taxes due and payable, including any instalments of Taxes; (xxvi) withhold from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and pay the same to the proper Governmental Authority within the time prescribed under any Applicable Law; (xxvii) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period; or (xixxviii) file for insolvency unless required by mandatory laws authorize, agree or otherwise commit, whether or not in each case without Purchaser’s prior consent (such consent not writing, to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or do any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6.foregoing;

Conduct of Business Prior to Closing. From the date hereof until the Closing, the Seller shall (a) Except conduct its business and operations in the manner in which the same have heretofore been conducted, other than as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this AgreementAgreement or otherwise disclosed to Purchaser (b) use its reasonable best efforts to (i) preserve its business organization intact, from (ii) preserve its relationships with customers, suppliers and others having dealings with the Seller; (c) maintain its properties in customary repair, order and condition, reasonable wear and tear excepted, and maintain insurance of such types and in such amounts upon all of its properties and with respect to the conduct of its business as are in effect on the date hereof to of this Agreement. From the date of this Agreement until the Closing Date, Sellers the Seller shall use their shareholder rights not, with the prior written consent of the Purchaser: (a) authorize or issue any shares of its capital stock or any other securities or declare, set aside or pay any dividend or distribution with respect to its capital stock or redeem or repurchase or otherwise acquire any of its capital stock; (b) enter into any agreement, contract or other document relating, directly or indirectly, to Seller’s capital stock, Seller, the extent permitted under applicable lawAssets or the Business, except in the ordinary course of Seller’s business; (c) so as sell or transfer or agree to cause sell or transfer any assets of the Company Business, other than inventories in the ordinary course of business; (d) subject any of the Assets or any of the Leased Property to, or permit any of the Assets or any of the Leased Property to conduct its businessbecome subject to, in all material respects, any Lien other than in the ordinary course; (e) make any capital purchases or expenditures in excess of $25,000, or make any purchase orders for inventory in excess of $100,000; (f) pay, discharge or satisfy any claim or liability outside of the ordinary course of business; (g) authorize a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization of the Seller; (h) make any distribution of any Asset to any employee, shareholder, director or other Person, outside the ordinary course of business, or make any bonus, severance payment or dividend to any shareholder or employee or increase the rate of compensation of employee or agree to pay any employee any bonus, extra compensation or severance except consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the following actions:; or (i) enter into any recapitalization agreement or reorganization, commitment (other than this Agreement or any merger arrangement provided for or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (iicontemplated in this Agreement) any declaration or payment of dividends by the Company to take any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company types of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viii) any lay-off with respect to a significant part of the workforce of the Company; (ix) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreement; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations action described in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 66.6.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, from From the date hereof to the Closing Date, Sellers except as disclosed in EXHIBIT 7.1 or contemplated by this Agreement: (a) Seller shall use their shareholder rights procure that no Company undertakes: (i) any transaction between any Company and any company of Seller's Group (other than any financial transactions as long as such financial transactions are reflected, or taken into account, in the post-closing adjustments of the Purchase Price); or (ii) any recapitalization or reorganization (including the transfer of the German export business from Hunnebeck GmbH to Holdco) which materially changes the corporate structure of the Hunnebeck Group, or any merger or similar business combination between any Company and any third party (other than another Company); or (iii) any declaration or payment of dividends by any Company to any member of the Seller's Group. (b) Seller shall cause (to the extent permitted under applicable law) so as to cause the Company Companies to conduct its businesstheir businesses, in all material respects, in the ordinary course, consistent with past practice, practice and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (not to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the actions set forth in the following actionsCLAUSES (I) - (IX) without Purchaser's prior written approval: (i) any recapitalization divestiture by any Company of a shareholding or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structurebusiness; (ii) any declaration borrowing by any Company in excess of EUR 500,000.00 individually or payment any guarantee granted by any Company for any third party's indebtedness in excess of dividends EUR 250,000.00, other than (i) indebtedness incurred from, or guarantees granted to, any other Company or (ii) indebtedness incurred, or guarantees granted by any Company, in the ordinary course of business and in amounts and on terms consistent with past practice, and other than any additional incurrence or advance under any credit facility to which any Company to any is a party or under which it may borrow, in each case as of the Sellersdate hereof; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the any Company in, or the making of any loan to, any other company or entity (other than any entity of the Hunnebeck Group) exceeding in each case EUR 100,000500,000.00; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (viiiv) any capital expenditure by the any Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 500,000.00 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viiiv) any lay-off with respect to a significant part of the workforce of the CompanyHunnebeck Group; (ixvi) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, severance or retirement plan or other agreement made in connection with this Agreement or the transactions contemplated hereby; (xvii) amend any change in any method of accounting or terminate accounting practice or policy by any Company, except as required due to a concurrent change in generally accepted accounting principles; (iviii) any transaction entered into by any Company outside the New License Agreements ordinary course of business which has had, or (ii) the Silicon Supply Agreement as amended pursuant would reasonably be expected to this Agreementhave, a Material Adverse Effect; or (xiix) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent the entering into pooling agreements (such consent not to be unreasonably withheld)UNTERNEHMENSVERTRAGE) within the meaning of Sect. If Purchaser does not react to such request 291 ss. of Sellers within five Business Days, the consent shall be deemed grantedGerman Stock Corporation Act. (bc) Sellers’ Seller shall procure that all Companies manage all working capital accounts consistent with the normal course of business and its past practices, including (but not limited to) (i) not accelerating collections of accounts receivables out of the normal course inconsistent with past practices, (ii) not delaying payments of payables and other obligations beyond the normal course inconsistent with past practices, and (iii) procuring inventory in this Section 6 shall not apply if and to reasonable amounts needed for the extent that Sellers’ compliance with those obligations may cause that Sellers or any current business as conducted as of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6date hereof.

Conduct of Business Prior to Closing. (a) Except From the date hereof until the Closing or the earlier termination of this Agreement in accordance with Article 9, except as disclosed in Exhibit 6.1(a), or except for any transactions otherwise contemplated by this Agreement, from as otherwise expressly consented to in writing by the date hereof to Investor or as set forth on Schedule 8.2, the Closing DateCompany shall, Sellers and shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company other Subject Companies to, and Navistar and its Affiliates shall (a) conduct the Defense Business in the ordinary course of business, (b) use commercially reasonable efforts to conduct its businesspreserve, in all material respects, the Defense Business, the Leased Real Property, the Assets of the Defense Business and the business organization and goodwill of the Subject Companies and the Defense Business, (c) use commercially reasonable efforts to preserve intact the Defense Business’s relationships with its customers, vendors, partners, employees, consultants and other material business relations, and (d) timely make in the ordinary coursecourse all capital and internal research and development expenditures in accordance with the Company Budget for periods following the date hereof (as provided to Investor prior to the date hereof). Without limiting the generality of the foregoing, consistent from the date hereof until the Closing or the earlier valid termination of this Agreement in accordance with past practiceArticle 9, without the express prior written consent of Investor, and Sellersexcept as expressly permitted by this Agreement or as set forth on Schedule 8.2, in particular, the Company shall not, and shall use their rights as holders of all shares in the not cause or permit any other Subject Company (to and, to the extent permitted under related to the Defense Business, Navistar and its Affiliates shall not: 8.2.1 increase the compensation (including bonuses or severance) payable on or after the date hereof to any employee, consultant, officer or director of any Subject Company or the Defense Business whose annual base compensation exceeds one hundred twenty-five thousand dollars ($125,000), except, in each case, for increases required pursuant to any Contracts or Plans in effect on the date hereof (and previously made available to Investor); 8.2.2 adopt or amend any Plan that increases the benefits or accelerates the time of funding, vesting or payment of any compensation or benefits to any employee, officer or director of a Subject Company or the Defense Business, other than in the ordinary course of business or as may be required by applicable law Laws; 8.2.3 issue, sell, transfer, subject to an Encumbrance, deliver or otherwise dispose of any Equity Interests or grant or become a party to any subscriptions, warrants, rights, options convertible securities or other Contracts or commitments of any character relating to any issued or unissued Equity Interests of any Subject Company (other than this Agreement and Ancillary Agreements); 8.2.4 redeem, purchase or otherwise acquire any Equity Interests of a Subject Company or declare or pay any dividend or make any other distribution to any Person, other than distributions of Cash (other than Restricted Cash) prior to the articles Effective Time; (a) make any changes in its methods of association accounting or by-laws accounting practices (including with respect inventory or to any other working capital procedures or practices or reserves), except to the extent required to conform with GAAP or (b) change its fiscal year; 8.2.6 change any current cash management practices and policies or practices and policies of the Defense Business with respect to the collection of accounts receivables, establishment of reserves for uncollectible accounts, and payment of trade accounts payable and Indebtedness; 8.2.7 sell or transfer any obsolete or no-book-value inventory or parts, except in the ordinary course of business; 8.2.8 (a) modify or amend or propose to modify or amend its Organizational Documents, (b) effect any equity split, equity combination, equity dividend, adjustment, redemption, reclassification, repurchase or similar action with respect to the Equity Interests of any Subject Company or (c) create any Subsidiary or controlled Affiliate of any Subject Company; 8.2.9 acquire, sell, divest, transfer, lease, license or otherwise dispose of any business or material investment or any material Assets (excluding Intellectual Property, which is the subject of Section 8.2.14), other than sales of inventory in the ordinary course of business; 8.2.10 (a) so as merge, combine or consolidate with, or purchase Equity Interests in any business or Person, or a substantial portion of the Assets of any Person, by merger or consolidation, purchase of Assets or stock, membership or partnership interests or other Equity Interests or by any other manner, in a single transaction or a series of related transactions or (b) enter into any joint venture, strategic alliance, co-marketing, co-promotion, co-packaging, teaming agreement, joint development or similar arrangement with respect to cause the Company not Defense Business; 8.2.11 make, change or revoke any material Tax election, change any material method of Tax accounting, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, or enter into any closing agreement with respect to any Tax; 8.2.12 take any action with respect to, takeor adopt a plan of complete or partial, merger, consolidation, reorganization, liquidation, dissolution, restructuring or recapitalization file a petition in bankruptcy under any provisions of federal or state bankruptcy law on behalf of the Subject Companies or consent to the filing of any bankruptcy petition against the Subject Companies under similar applicable Law; (a) hire or otherwise enter into any employment or consulting agreement or arrangement with any Person or terminate any Person (i) outside of the ordinary course of business or (ii) whether or not in the ordinary course of business, whose total annual base compensation would exceed one hundred twenty-five thousand dollars ($125,000); 8.2.14 sell, assign, transfer, abandon, surrender, waive, release, cancel, permit to lapse or otherwise dispose of any material Company Owned Intellectual Property or license any Company Owned Intellectual Property, in each case, other than non-exclusive licenses to Intellectual Property granted in the ordinary course of business; 8.2.15 incur or commit to take, incur any of the following actions: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money capital expenditures that are in excess of EUR fifty thousand dollars ($50,000) individually or one hundred thousand dollars ($100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) aggregate, except for any capital expenditure by (or series of related capital expenditures) consistent with the CompanyDefense Business’s annual capital expenditure budget for periods following the date hereof, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser Investor prior to the date hereof; 8.2.16 (viiia) incur any layIndebtedness pursuant to clauses (a) of the definition thereof in an amount that will not be repaid in full at the Closing (excluding loans incurred by the Subject Companies or the Navistar Group under their existing credit facilities, which amounts shall be repaid at Closing), (b) make any loans, advances or capital contributions to, or investments in, any other Person, other than loans and advances in the ordinary course of business by any Subject Company to any other Subject Company or any employee in connection with travel, entertainment and related business expenses or other customary out-off of-pocket expenses, or (c) cancel or forgive any Indebtedness pursuant to clause (a) of the definition thereof owed to, or claims held by, any Subject Company, waive any rights of substantial value, grant any concessions or discounts outside the ordinary course of business or materially delay or postpone the payment of accounts payable or other obligations or liabilities, or accelerate the collection of accounts receivable; (a) except under customer contracts in the ordinary course of business or as required by applicable Law, amend, restate, supplement, not renew, cancel, waive any provision under or terminate (excluding any non-voluntary amendments and non-voluntary termination upon expiration, each in accordance with the terms of such Material Company Contract), or accelerate or delay payment or delivery under, grant any material waiver or concession under or otherwise modify, any Material Company Contract or Permit, (b) enter into any Contract that, if existing on the date of this Agreement, would be a Material Company Contract or (c) take any action which would trigger any most favored nation provisions under a Material Contract; provided, that with respect to a significant the foregoing clauses (a) and (b) with respect to the Afghani Contract, such consent of the Investors shall not be unreasonably withheld, conditioned or delayed; 8.2.18 enter into, renew, cancel, amend, restate, supplement, not renew, cancel, modify, terminate or waive the UAE MRAP Agreement or the UAE Offset Agreement ; 8.2.19 enter into the UAE Supplemental Agreement; 8.2.20 institute, commence, cancel, compromise, settle, agree to settle or waive any Action involving (a) potential payments to or by the Subject Companies of more than one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate or (b) an admission of liability on the part of the workforce Subject Companies or the Defense Business or involving any non-monetary relief (other than with respect to any Specific Matter, but subject to Section 10.3.4); 8.2.21 terminate, modify, waive any rights under or cancel any insurance policy if such insurance policy is not replaced with a substantially equivalent insurance policy; 8.2.22 cause or knowingly permit any officers, directors or employees to become a Government Official, or an agent, representative or consultant to, a Government Official; 8.2.23 change the nature or scope of the Company; (ix) any change in, Defense Business or commitment to change, any compensation or benefit enter into a new line of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreementbusiness; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not 8.2.24 agree, resolve or commit to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or do any of Sellers’ Affiliates or directors or representatives is reasonably likely the things referred to become liable to the Company or any third party based on actions that would have to be taken under this elsewhere in Section 68.2.1 through Section 8.2.23 above.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, During the period from the date hereof to the Closing Date, Sellers Seller shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws each of the Company) so as to cause the Company not Subsidiaries to, take, or commit to take, any of the following actions: (i) any recapitalization or reorganizationuse its reasonable efforts to preserve substantially intact the business organisation of the Business, any merger or similar business combination between to keep available the services of the present employees of the Business and to preserve the current relationships of the Company and any third partythe Subsidiaries with the customers, any split suppliers and other Persons having a material business relationship with the Business; and (Spaltung)ii) operate the Business in the ordinary course consistent with prior practice, dissolution, liquidation or other significant change except as set forth in Section 5.1(a) of the corporate structureDisclosure Letter or as otherwise contemplated by this Agreement. (b) Save insofar as such act, matter or thing is necessary to give effect to the Reorganisation, Seller covenants and agrees with Purchaser that during the period from the date hereof to the Closing Date Seller shall not, except with the prior written consent of Purchaser, cause or permit the Company or any of the Subsidiaries to: (i) materially change its accounting methods, principles or practices; (ii) establish or materially increase any declaration bonus, insurance, severance, deferred compensation, pension, profit sharing or payment other employee benefit plan or otherwise increase the rates of dividends compensation payable or to become payable to any officer, employee, agent or consultant employed by the Company Company, except in the ordinary course of business consistent with prior practice or in accordance with existing compensation policies or the provisions of existing contracts entered into prior to any the date of the Sellersthis Agreement; (iii) sell, transfer, mortgage or acquire any acquisition, encumbrance or divestiture by of the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any Company's assets other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 than in the individual case; (vii) any capital expenditure by the Company, by additions ordinary course of business consistent with prior practice or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viiiiv) merge or consolidate with any lay-off with respect to a significant part of the workforce of the Companyother Person; (ixv) declare, pay or set aside for payment any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement dividend or other agreement made distribution in connection with this Agreement or the transactions contemplated herebyrespect of its shares, other than those payable in cash; (xvi) directly or indirectly, redeem, purchase or otherwise acquire any shares , other than for cash; (vii) issue, sell or otherwise dispose of any of its shares or grant any options, warrants or other rights to acquire any of its shares; or (viii) amend its memorandum or terminate articles of association in any material respect or pass any shareholders' resolution; provided, however, that, prior to the Closing, Seller may cause the Company or any of the Subsidiaries to pay to its employees any or all bonuses accrued on or prior to the Closing Date. (c) Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller intend to cause the Company, prior to or at the Closing, to cancel all intercompany service and supply arrangements. (d) During the period from the Effective Date to the Closing Seller will not cause and will not permit the Company nor any Subsidiary to dividend, distribute or otherwise convey any amount of cash or any other asset to, or incur any new obligation to, Seller or any of Seller's Affiliates (other than Acme or Packaging's U.S. Businesses): provided, that nothing in this Section 5.1(d) shall be deemed to prohibit, during the period between the Effective Date and the Closing Date: (i) the New License Agreements borrowing by Twicebonus Limited of additional amounts from Interlake Corporation or Seller; or (ii) the Silicon Supply Agreement settlement of intercompany accounts as amended pursuant to this Agreement; or (xi) file for insolvency unless required contemplated by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed grantedSection 9.9 and Section 10.9. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6.

Conduct of Business Prior to Closing. From and after the date of this Agreement and until the Closing, each Company Party shall operate its business in the ordinary course consistent with past practices. Notwithstanding the foregoing, no Company Party shall, without the prior written consent of the Purchaser: (a) Except as disclosed in Exhibit 6.1(a), amend or except for otherwise modify any transactions contemplated by this Agreement, from the date hereof to the Closing Date, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the following actions: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to Material Contract on terms less favorable than those that exist on the date hereof; (viiib) make any lay-off change to its authorized capital stock, or amend its charter or bylaws; (c) take or fail to take any act which could have a Material Adverse Effect; (d) enter into any new employment or consulting agreement; (e) create any Contingent Obligation, by way of guarantees or otherwise; (f) declare, pay or set aside any dividend or other distribution or payment in cash, stock or property in respect of shares of its Capital Stock (other than dividends with respect to a significant part the Series A Preferred), or adopt or consider any plan or arrangement with respect thereto, or redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the workforce its Capital Stock or split, combine or reclassify outstanding shares of the Companyits Capital Stock; (ixg) issue or sell any change in, shares of its Capital Stock or commitment to change, any Equity Rights; (i) increase the level of compensation or benefit of any Key Employee pursuant to officer or employee, except as otherwise permitted under SECTION 3.12(u); (ii) amend any severance, retirement existing Benefit Plan or adopt any new Benefit Plan; or (iii) enter into any new employment or consulting agreement; (i) (i) incur any Indebtedness for borrowed money (other agreement made than in connection with this Agreement or the transactions contemplated herebyby SECTIONS 5.3(i) or (ii)); (ii) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any asset of the Company with a value exceeding $10,000 individually and $50,000 in the aggregate; (iii) purchase or acquire any business or any securities or assets of any business; (iv) enter into any partnership, joint venture or strategic alliance; (v) settle any litigation in an amount in excess of $10,000; or (vi) accelerate payment on any Indebtedness; (xj) amend make any Capital Expenditures in excess of $750,000 in the aggregate or terminate sell any assets (iother than inventory in the ordinary course of business consistent with past practices); (k) fail to preserve intact its business organization, fail to keep available the New License Agreements services of its operating personnel, or fail to preserve the goodwill of those having business relationships with the Company Parties, including, without limitation, customers; (iil) engage in any transactions with its or their Affiliates; (m) fail to maintain its books and records in accordance with past practices and in conformity with GAAP; (n) take any action enumerated in SECTION 3.12 or which would be prohibited by any other Investment Document determined as if the Silicon Supply transactions contemplated by this Agreement as amended pursuant to this Agreementhad been consummated; or (xio) file for insolvency unless required by mandatory laws take, or fail to take, any action so that any of the representations or warranties of the Company Parties contained in each case without Purchaser’s prior consent (such consent not this Agreement cease to be unreasonably withheld)true and correct in all respects. If The Company shall notify the Purchaser does not react to such request in writing of Sellers the occurrence of any Material Adverse Effect or breach of the representations and warranties of the Company Parties under this Agreement within five Business Days, one (1) day following the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 occurrence thereof. This SECTION 5.1 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or any of Sellers’ Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 6Airline Interiors Sale.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, from From the date hereof to the Closing Date, except as disclosed in Exhibit 6.1 or contemplated by this Agreement, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Companyrelevant Companies) so as to cause the Company Companies to conduct their businesses, in all material respects, in the ordinary course, consistent with past practice and not to, to take, or commit to take, any of the following actionsactions without Purchaser’s prior approval: (i1) any recapitalization change of the articles of association of any Company or reorganization, conclusion of any domination or profit and loss pooling agreements by any of the Companies; (2) any increase of the stated capital of any of the Companies; (3) any granting of any subscription rights or issuance of any convertible bonds or other equity linked securities by any Company to any third party other than Companies; (4) any creation of any pledge or lien over any share or partnership interest in any Company; (5) any dissolution or liquidation of any Company; (6) any merger or similar business combination between the any Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structureincluding with another Company; (ii7) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the any Company of a shareholding or business (Geschäftsbereich)a material business; (iv) 8) any incurrence or guarantee divestiture by the any Company of any indebtedness for borrowed money assets with a value in excess of EUR 100,0005,000 in the aggregate except in the ordinary course of business; (v9) any conclusion, change or withdrawal from any consortium or joint venture; (10) any equity investment by the any Company in, or the making of any a loan to, any other company or entity exceeding in each case EUR 100,000(other than any other Company); (vi11) any sale incurrence or guarantee by any Company of any fixed assets with a value indebtedness for borrowed money, in excess particular any increase of EUR 100,000 in the individual caseloan amount outstanding under the IMV Loan or any other current loan agreements of any Company; (vii12) any granting of any guarantee by any Company for any obligations of any third party (other than any other Company); (13) any capital expenditure by the any Company, by additions or improvements to property, plant property or equipment, in excess of EUR 100,000 each, except as provided 15,000 each or EUR 30,000 in any plan or budget disclosed to Purchaser prior to the date hereofaggregate; (viii14) any lay-off with respect to a significant part of the workforce of the CompanyCompanies; (ix15) any material change in, of the accounting procedures or commitment to change, any compensation accounting principles unless required under applicable law or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated herebyregulation; (x16) amend any sale, transfer or terminate (i) license of Intellectual Property Rights, other than in the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreementordinary course of business, consistent with past practice; or (xi17) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not commit to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance with those obligations may cause that Sellers or take any of Sellers’ Affiliates or directors or representatives is reasonably likely the actions set out in (1) to become liable to the Company or any third party based on actions that would have to be taken under this Section 6(16) before.