Common use of CONDUCT OF BUSINESSES OF THE COMPANY Clause in Contracts

CONDUCT OF BUSINESSES OF THE COMPANY. Except as set forth in Section 6.1 of the Disclosure Letter, during the period from the date of this Agreement to the Closing or termination of this Agreement in accordance with its terms, the Company will, and will cause each Subsidiary to, conduct its business and operations according to its ordinary and usual course of business in substantially the same manner as previously conducted (including with respect to research and development, advertising, promotions, capital expenditures, inventory levels and accounts payable levels) and will pay, discharge or perform its liabilities or other obligations in the ordinary course of business consistent with past practice and will use all reasonable efforts consistent with the foregoing to preserve intact and, as applicable, maintain in good repair its properties, assets and business organizations, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with its suppliers, customers and strategic partners, in each case in the ordinary course of business. Without limiting the generality of the foregoing, the Company will not, and will not permit any Subsidiary without Purchaser's consent to: (a) propose or adopt any amendment to its Certificate of Incorporation or Bylaws (or similar organizational documents); (b) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (i) adopt any new Benefit Plan (including any bonus, stock option, stock benefit or stock purchase plan) or amend any existing Benefit Plan in any material respect, (ii) increase in any manner the rate or terms of compensation of any of its directors, officers, agents or employees or enter into any employment, severance or collective bargaining agreement other than normal, annual pay increases of employees in customary amounts, (iii) pay any bonus to any of its directors, officers, agents or employees other than pursuant to contractual arrangements entered into prior to the date hereof, (iv) hire any new employee to serve as an officer or member of senior management of the Company or any Subsidiary, or (v) renew or enter into consulting or similar services agreements with a term that extends beyond the Effective Time; (d) enter into any agreement with any officer, director, employee, or other Representative of either the Company or any Subsidiary pursuant to which such Persons will be entitled to receive from either the Company or any Subsidiary any Transaction Payment; (e) sell, transfer or otherwise dispose of any of its property or assets other than the sale of inventory in the ordinary course consistent with past practice; (f) enter into any agreements, commitments or contracts, which if entered into prior to the date hereof would have been a Material Contract, except agreements, commitments or contracts for the sale of inventory (i) not in excess of $500,000 entered into in the ordinary course of business consistent with past practices, and (ii) entered into with Motorola, Inc. or Fujitsu Business Systems in any amount consistent with past practices; (g) terminate any Material Contract or cancel any indebtedness owed to it or waive any claims or rights of substantial value; (i) split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (iii) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of the Company's capital stock, except pursuant to the exercise of Company Stock Options outstanding on the date hereof and listed in Sections 2.10(d) and Section 3.4(b) of the Disclosure Letter, or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (i) take any action that would result in any of the representations and warranties contained in Article III of this Agreement becoming untrue in any material respect, except as permitted by Section 5.5; (j) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); (k) change any of the Tax or financial accounting methods or practices used by it unless required by GAAP or applicable law, make or terminate any Tax election, or take any Tax Return position inconsistent with past practices; (l) file any amended Tax Return or settle or compromise any claim relating to Taxes in excess of $50,000; (m) make any payment, loan or advance of any amount to or in respect of, or engage in the sale, transfer or lease of any of its property or assets to, or enter into any contract with, any Affiliate; (n) amend the terms of or terminate any (i) Material Contracts (other than an extension of the terms, or termination in accordance with the scheduled termination, of such Material Contract expressly required by their terms), or (ii) contracts, agreements or arrangements with any Affiliate to cause any change in the cost, services being provided, or term of any such agreements, other than as specifically contemplated by this Agreement; (o) enter into or renew (other than a renewal of such contract expressly required by the terms of such contract) any contract that would be considered a Material Contract (including any contracts, agreements or arrangements with any Affiliates); (p) engage in any transaction with any Affiliate, except to the extent provided in this Agreement; provided, however, that the Company may renew any such agreement upon the expiration thereof on terms no less favorable to the Company or Subsidiary than those existing in the original agreement; or (q) make any payment in connection with obtaining the releases required pursuant to Section 2.9(d)(ii).

CONDUCT OF BUSINESSES OF THE COMPANY. Except as expressly contemplated by this Agreement, as set forth in Section 6.1 7.1 of the Disclosure LetterLetter or with the prior written consent of Parent (not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing or termination of this Agreement in accordance with its termsAgreement, the Company will, and will cause each Subsidiary to, conduct its business and operations according to its ordinary and usual course of business in substantially the same manner as previously conducted (including with respect to research and development, advertising, promotions, capital expenditures, inventory levels and accounts payable levels) and will pay, discharge or perform its liabilities or other obligations in the ordinary course of business consistent with past practice and will use all reasonable efforts consistent with the foregoing therewith to preserve intact and, as applicable, maintain in good repair its properties, assets and business organizations, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with its supplierspolicyholders, customers agents and strategic partnersregulators, in each case in the ordinary course of business. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and as set forth in Section 7.1 of the Disclosure Letter or with the prior written consent of Parent (not to be unreasonably withheld or delayed), prior to the Closing, the Company will not, and will not permit any Subsidiary without Purchaser's consent to: (a) propose or adopt any amendment to its Certificate of Incorporation or Bylaws (or similar organizational documents); (b) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (i) adopt any new Benefit Plan (including any bonus, stock option, stock benefit or stock purchase plan) or amend any existing Benefit Plan in any material respect, (ii) increase in any manner the rate or terms of compensation of any of its directors, officers, agents or employees or enter into any employment, severance or collective bargaining agreement other than (A) normal, annual pay increases of employees or (B) increases in customary amountscompensation to agents in connection with new products, (iii) pay any bonus to any of its directors, officers, agents or employees other than pursuant to contractual arrangements entered into prior to the date hereof, (iv) hire any new employee to serve as an officer or member of senior management of the Company or any Subsidiary, or (viv) renew or enter into consulting or similar services agreements with a term that extends beyond the Effective Time; (d) enter into any agreement with any officer, director, employee, general agent or other Representative sales agent of either the Company or any Subsidiary pursuant to which such Persons will be entitled to receive from either the Company or any Subsidiary any Transaction PaymentBonus; (ei) sell, transfer or otherwise dispose of any of its property or assets other than the sale immaterial sales or other dispositions of inventory assets or (ii) mortgage or encumber any of its property or assets; (f) except in the ordinary course consistent with past practice; (f) enter into any agreements, commitments or contracts, which if entered into prior to the date hereof would have been a Material Contract, except agreements, commitments or contracts for the sale of inventory (i) not in excess of $500,000 entered into in the ordinary course of business consistent with past practices, and (ii) entered into with Motorola, Inc. or Fujitsu Business Systems in any amount consistent with past practices; (g) terminate any Material Contract or cancel any indebtedness owed to it or waive any claims or rights of substantial value; (i) split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (iii) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of the Company's capital stock, except pursuant to the exercise of Company Stock Options outstanding on the date hereof and listed in Sections 2.10(d) and Section 3.4(b) of the Disclosure Letter, or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (i) take any action that would result in any of the representations and warranties contained in Article III of this Agreement becoming untrue in any material respect, except as permitted by Section 5.5; (j) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); (k) change any of the Tax or financial accounting methods or practices used by it unless required by GAAP or applicable law, make or terminate any Tax election, or take any Tax Return position inconsistent with past practices; (l) file any amended Tax Return or settle or compromise any claim relating to Taxes in excess of $50,000; (m) make any payment, loan or advance of any amount to or in respect of, or engage in the salesell, transfer or lease otherwise dispose of any of its property or assets to, or enter into any contract with, any Affiliate; (n) amend the terms of or terminate any (i) Material Contracts (other than an extension of the terms, or termination in accordance with the scheduled termination, of such Material Contract expressly required by their terms), or (ii) contracts, agreements or arrangements with any Affiliate to cause any change securities in the cost, services being provided, or term of any such agreements, other than as specifically contemplated by this AgreementInsurance Companies' investment portfolios; (o) enter into or renew (other than a renewal of such contract expressly required by the terms of such contract) any contract that would be considered a Material Contract (including any contracts, agreements or arrangements with any Affiliates); (p) engage in any transaction with any Affiliate, except to the extent provided in this Agreement; provided, however, that the Company may renew any such agreement upon the expiration thereof on terms no less favorable to the Company or Subsidiary than those existing in the original agreement; or (q) make any payment in connection with obtaining the releases required pursuant to Section 2.9(d)(ii).

CONDUCT OF BUSINESSES OF THE COMPANY. Except as expressly contemplated by this Agreement, as set forth in Section 6.1 SECTION 8.1 of the Company Disclosure LetterSchedule or with the prior written consent of Parent (not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing or termination of this Agreement in accordance with its termsAgreement, the Company will, and will cause each Subsidiary to, conduct its business and operations according to its ordinary and usual course of business in substantially the same manner as previously conducted (including with respect to research and development, advertising, promotions, capital expenditures, inventory levels and accounts payable levels) and will pay, discharge or perform its liabilities or other obligations in the ordinary course of business consistent with past practice and will use all reasonable efforts consistent with the foregoing therewith to preserve intact and, as applicable, maintain in good repair its properties, assets and business organizations, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with its suppliers, customers and strategic partners, in each case in the ordinary course of business, consistent with the manner in which the Company and its subsidiaries have been operated prior to the Split-Off. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and as set forth in SECTION 8.1 of the Company Disclosure Schedule or with the prior written consent of Parent (not to be unreasonably withheld or delayed), prior to the Closing, the Company will not, and will not permit any Subsidiary without Purchaser's consent to: (a) propose or adopt any amendment to its Certificate of Incorporation or Bylaws (or similar organizational documents); (b) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (i) adopt any new Benefit Plan (including any bonus, stock option, stock benefit or stock purchase plan) or amend any existing Benefit Plan in any material respect, (ii) increase in any manner the rate or terms of compensation of any of its directors, officers, agents or employees or enter into any employment, severance or collective bargaining agreement other than (A) normal, annual pay increases of employees or (B) increases in customary amountscompensation to agents in connection with new products, (iii) pay any bonus to any of its directors, officers, agents or employees other than pursuant to contractual arrangements entered into prior to the date hereof, (iv) hire any new employee to serve as an officer or member of senior management of the Company or any Subsidiary, or (viv) renew or enter into consulting or similar services agreements with a term that extends beyond the Effective Time; (d) enter into any agreement with any officer, director, employee, general agent or other Representative sales agent of either the Company or any Subsidiary pursuant to which such Persons will be entitled to receive from either the Company or any Subsidiary any Transaction PaymentBonus; (ei) sell, transfer or otherwise dispose of any of its property or assets other than the sale immaterial sales or other dispositions of inventory assets or (ii) mortgage or encumber any of its property or assets; (f) except in the ordinary course consistent with past practicepractices, sell, transfer or otherwise dispose of any securities; (fg) enter into or terminate any other material agreements, commitments or contracts, which if entered into prior to the date hereof would have been a Material Contract, except agreements, commitments or contracts for the sale of inventory (i) not in excess of $500,000 entered into in the ordinary course of business consistent with past practices, and (ii) entered into with Motorola, Inc. or Fujitsu Business Systems in any amount consistent with past practices; (gh) terminate any Material Contract or cancel any indebtedness owed to it or waive any claims or rights of substantial value; (i) split, combine or reclassify any shares of its capital stockthe Company Common Stock, (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stockthe Company Common Stock; (iii) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, the Company Common Stock or any of the Company's its capital stock, except pursuant to the exercise of Company Stock Options outstanding on the date hereof and listed in Sections 2.10(d) and Section 3.4(b) of the Disclosure Letter, or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (i) enter into any agreement or commitment (A) having a duration of 12 months or more, or (B) involving an aggregate capital expenditure or commitment exceeding (x) $25,000 individually, or (y) collectively with all other such agreements, $75,000; (j) take any action that would intentionally result in any a breach of the representations and warranties contained in Article III of this Agreement becoming untrue in any material respect, except as permitted by Section 5.5Agreement; (jk) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger)reorganization; (kl) change any of the Tax or financial accounting methods or practices used by it unless required by GAAP or applicable law, make or terminate any Tax election, or take any Tax Return position inconsistent with past practices; (lm) file any amended Tax Return or settle or compromise any claim relating to Taxes (including arbitration) or litigation, which after insurance reimbursement involves an amount in excess of $50,00050,000 or otherwise is material to the Company and its Subsidiaries taken as a whole; (mn) except in accordance with any arrangement or agreement described in SECTION 3.23 of the Company Disclosure Schedule, make any payment, loan or advance of any amount to or in respect of, or engage in the sale, transfer or lease of any of its property or assets to, or enter into any contract with, any Affiliate; (no) amend the terms of or terminate any (i) Material Contracts (other than an extension of the terms, or termination in accordance with the scheduled termination, of such Material Contract expressly required by their terms), ) or (ii) contracts, agreements or arrangements with any Affiliate to cause any change in the cost, services being provided, or term of any such agreements, other than as specifically contemplated by this Agreement; (op) enter into or renew (other than a renewal of such contract expressly required by the terms of such contract) any contract that would be considered a Material Contract (including any contracts, agreements or arrangements with any Affiliates); (pq) engage in any transaction with any Affiliate, except to the extent provided in this Agreement; providedPROVIDED, howeverHOWEVER, that the Company and the Subsidiaries may renew perform their obligations under any such agreement upon the expiration thereof on terms no less favorable to with any Affiliate identified in SECTION 3.23 of the Company or Subsidiary than those existing in the original agreementDisclosure Schedule; or (qr) make agree to take any payment in connection with obtaining of the releases required pursuant to Section 2.9(d)(ii)foregoing actions.