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

Conduct of Business Prior to Initial Closing. Except as set forth in Schedule 12.1, between the date of this Agreement and the Initial Closing Date, Limco and each Limco Subsidiary will do the following, unless Calavo shall otherwise consent in writing: (a) Conduct Limco’s business only in the ordinary and usual course and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; (b) Except for the possible sale of the Mission Shares to Mission and the repurchase of 6,906 shares of Limco common stock from Mission as described in Article 4 above, refrain from making any purchase, sale or disposition of any asset or property other than in the ordinary course of business, from purchasing any capital asset costing more than Five Hundred Thousand Dollar ($500,000) and from mortgaging, pledging, subjecting to a lien or otherwise encumbering any of Limco’s properties or assets; (c) Refrain from amending, modifying, extending or terminating any real property or equipment lease, except as otherwise provided in this Agreement; (d) Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligation or liabilities except those that are usual and normal in the ordinary course of business; (e) Except in accordance with past practice refrain from declaring, setting aside or paying any dividend, making any other distribution in respect of its capital stock or making any direct or indirect redemption, purchase or other acquisition of its stock; (f) Refrain from taking any action which would accelerate payment or other obligations of Limco to its employees, and from making any change in the compensation payable or to become payable to any of its officers, directors, employees or agents, except as contemplated by this Agreement; (g) Refrain from paying any loans from its officers or directors or making any other payments to any of them, except normal salary payments in amount not exceeding those theretofore paid; (h) Use reasonable efforts to prevent any change with respect to its management and supervisory personnel and banking arrangements except as contemplated by this Agreement; (i) Not amend, change or terminate any Material Contract; (j) Not change the Certificate of Incorporation or Bylaws of Limco or any Limco Subsidiary; and (k) Not issue any capital stock at less than the fair market value of such stock on the date of its issuance, except pursuant to a stock option or warrant that is outstanding as of the date of this Agreement or except for an option that is subsequently granted pursuant to an employee stock plan with an exercise price of at least the fair market value of such capital stock as of the grant date; and (l) Not take any action which would cause the acceleration of any payments or other obligations of Limco under any of such contracts without the prior consent of Calavo.

Conduct of Business Prior to Initial Closing. Except as set forth in Schedule 12.113.1, between the date of this Agreement and the Initial Closing Date, Limco Calavo and each Limco Calavo Subsidiary will do the following, unless Calavo Limco shall otherwise consent in writing: (a) Conduct LimcoCalavo’s business only in the ordinary and usual course and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices; (b) Except for the possible sale of the Mission Shares to Mission and the repurchase of 6,906 shares of Limco common stock from Mission as described in Article 4 above, refrain Refrain from making any purchase, sale or disposition of any asset or property other than in the ordinary course of business, from purchasing any capital asset costing more than Five Hundred Thousand Dollar Dollars ($500,000) and from mortgaging, pledging, subjecting to a lien or otherwise encumbering any of LimcoCalavo’s properties or assets; provided, however, that no provision of this Agreement shall be construed as requiring Limco’s consent to a merger between Calavo and Mission or other transaction between Calavo and Mission or as prohibiting Calavo from engaging in such merger or other transaction; (c) Refrain from amending, modifying, extending or terminating any real property or equipment lease, except as otherwise provided in this Agreement; (d) Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligation or liabilities except those that are usual and normal in the ordinary course of businessbusiness and except for indebtedness incurred for the purpose of purchasing the Limco Shares and the Mission Shares; (e) Except in accordance with past practice practice, refrain from declaring, setting aside and or paying any dividend, making any other distribution in respect of its capital stock or making any direct or indirect redemption, purchase or other acquisition of its stock; (f) Refrain from taking any action which would accelerate payment or other obligations of Limco Calavo to its employees, and from making any change in the compensation payable or to become payable to any of its officers, directors, employees or agents, except as contemplated by this Agreement; (g) Refrain from paying any loans from its officers or directors or making any other payments to any of them, except normal salary payments in amount not exceeding those theretofore paid; (h) Use reasonable efforts to prevent any change with respect to its management and supervisory personnel and banking arrangements except as contemplated by this Agreement; (i) Not amend, change or terminate any Material Contract; (j) Not change the Certificate Articles of Incorporation or Bylaws of Limco Calavo or any Limco Calavo Subsidiary; and; (k) Not issue any capital stock at as less than the fair market value of such stock on the date of its issuance, except pursuant to a stock option or warrant that is outstanding as of the date of this Agreement or except for an option that is subsequently granted pursuant to an employee stock plan with an exercise price of at least the fair market value of such capital stock as of the grant date; and (l) Not take any action which would cause the acceleration of any payments or other obligations of Limco Calavo under any of such contracts without the prior consent of CalavoLimco.