Common use of Conduct of Company Business Clause in Contracts

Conduct of Company Business. (a) During the period from the date of this Agreement to the earlier of the Closing and the date this Agreement is terminated in accordance with Article X (the “Interim Period”), except: (A) as set forth in Section 6.1(a) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company and Jupiter Europe to (with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe): (i) conduct its business in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted; (ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill of those having material business relationships with the Company; and (iii) retain the services of its present officers except Dxx Xxxxx, Axxx Xxxxxx and Jxxxxx Xxxxxx. (b) Without limiting the generality of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to: (i) amend the Operating Agreement or any other governing document; (ii) sell, transfer, assign, convey, lease, or otherwise dispose of any of the properties or assets of the Company (or any interest therein), other than inventory or supplies sold or used in the ordinary course of business consistent with past practice; (iii) mortgage, pledge or subject to any Lien (other than a Permitted Lien) any portion of the assets or properties of the Company; (iv) (A) acquire (by merging or consolidating with, or by purchasing a substantial portion of the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount of assets from any Person; (v) make any capital expenditures or commitments therefor, except in the ordinary course of business consistent with past practice; (vi) make any loan, advance or capital contribution to, or investment in, any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice; (vii) (A) create or incur, or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness of any other Person; (viii) (A) sell, issue, grant, mortgage, pledge, subject to any Lien, transfer or otherwise dispose of: (1) any membership interests or other equity interests or securities of the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Company; (ix) except as required by applicable Law or the terms of any Benefit Plan in effect as of the date hereof: (A) increase the compensation payable or to become payable to, or change any of the benefits provided or to be provided to, any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Company; (x) implement or announce any plant closing, material reduction in labor force or mass lay-off; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (A) make or change any Tax election; (B) change any annual Tax accounting period; (C) adopt or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (E) enter into any Tax closing agreement; (F) settle or compromise any Tax claim or assessment; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xiv) except as required by GAAP, make any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies or procedures; (xv) except in the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities); or (B) modify the manner in which the books and records of the Company are maintained; (xvi) enter into any new line of business or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened Proceeding; (xviii) fail to maintain in full force and effect any of the Insurance Policies; (xix) except in the ordinary course of business consistent with past practice: (A) enter into any Contract that, if in effect on the date hereof, would constitute a Company Material Contract; (B) terminate or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material Contract; or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxi) enter into any Contract, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Company, or otherwise agree or commit, to take, any of the actions prohibited by this Section 6.1(b).

Conduct of Company Business. The Company covenants and agrees that from the date hereof until the earlier of (a) During the period from the date termination of this Agreement to the earlier of the Closing and the date this Agreement is terminated in accordance with Article X its terms and (b) the Closing, it shall, and shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course consistent with past practice. Except as expressly contemplated in this Agreement, the Company shall not, and shall not permit any of its Subsidiaries, without the prior written approval of the Supporting Noteholders, to: (a) make any change to the nature of its business; provided, that the Company and its Subsidiaries may engage in any business reasonably related, ancillary or complimentary to the business of providing services and products to Governmental Authorities and commercial customers; (b) modify, amend, supplement or waive any provision of its Organizational Documents; (c) sell, assign, transfer, lease, encumber or otherwise dispose of any assets, properties, securities it holds, or businesses, other than (i) in the ordinary course of business consistent with past practice, (ii) inventory, (iii) damaged, obsolete or worn-out assets, (iv) non-exclusive licenses of the Company’s intellectual property on arm’s-length terms in the ordinary course of its business to parties that are not Affiliates of the Company, (v) sales or discounts of accounts receivable in connection with the compromise or collection thereof and not as part of a financing transaction, and (vi) subject to Section 4.16 and to the extent required by the ESOP Plan Documents or Applicable Law, in connection with the acquisition by the ESOP of Common Stock to the extent any ESOP participant has chosen to purchase Common Stock with his or her rollover, transfer or “Interim Period”Participant Elective Deferrals” (as defined in the ESOP Plan Documents), except: which, for the avoidance of doubt, can be at the then “Current Market Value” (as defined in the ESOP Plan Documents) or at the immediately preceding “Current Market Value,” in each case as provided in and in accordance with the ESOP Plan Documents. (d) make any acquisition of any assets, properties, securities or businesses, whether by merger, stock or asset purchase or otherwise, other than the acquisition of assets (but excluding assets constituting a going concern or business) necessary to conduct its business in the ordinary course consistent with past practice; (e) issue, deliver, redeem or sell or enter into any Contract to issue, deliver, redeem or sell (A) as set forth in Section 6.1(a) any of the Sellers Disclosure Schedule; its equity interests or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements, commitments or obligations to issue, deliver or sell any of its equity interests; provided, that, subject to Section 4.16 and as expressly required by this Agreement; the ESOP Plan Documents or Applicable Law, the Company may (CI) issue Common Stock pursuant to subclause (vi) of Section 4.02(c) or as matching or profit sharing contributions at the then “Current Market Value” (as defined in the ESOP Plan Documents) and in accordance with the prior written consent ESOP Plan Documents, (II) redeem Common Stock at the then “Current Market Value” (as defined in the ESOP Plan Documents) in connection with distributions to departing ESOP participants, requests by ESOP participants to diversify their interests, participant hardship withdrawals or participant loans (the transactions described in the foregoing clauses (I) and (II) the “Permitted ESOP Transactions”); (f) make, declare, set aside or pay any dividend or other distributions in respect of Purchaserany of its equity interests, except that any Subsidiary may pay any dividend or make any distribution to the Company, provided, that subject to Section 4.16 and to the extent required by the ESOP Plan Documents or Applicable Law, the Sellers shall cause Company may make distributions and contributions to the Company and Jupiter Europe to (ESOP in connection with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe):Permitted ESOP Transactions; (ig) conduct its business effect any recapitalization, reclassification, stock split or like change in capitalization; (h) authorize or complete any capital expenditures involving expenditures, other than maintenance, repair and replacement capital expenditures and other capital expenditures in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted; (ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill of those having material business relationships consistent with the Company; and (iii) retain the services of ’s existing budgets for its present officers except Dxx Xxxxx, Axxx Xxxxxx 2013 and Jxxxxx Xxxxxx. (b) Without limiting the generality of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to:2014 fiscal years; (i) amend make any investment in any Person (other than in a Subsidiary in the Operating Agreement ordinary course of business) or enter into any other governing documentpartnership, joint venture or similar agreement or arrangement; (iij) sellenter into any Contract outside the ordinary course of business or with an Affiliate or amend, transfer, assign, convey, lease, supplement or otherwise dispose modify the terms of any of the properties or assets of the Company (or any interest therein)Material Contract or, other than inventory or supplies sold or used except in the ordinary course of business and consistent with past practice, Material Government Contract; (iiik) mortgageintentionally take any action or intentionally fail to take any action that would render, pledge or subject would reasonably be expected to render, any Lien (other than a Permitted Lien) any portion of the assets representations or properties warranties of the CompanyCompany or its Subsidiaries set forth herein untrue; (ivl) (A) acquire (by merging incur, repay or consolidating withrefinance any Indebtedness, or by purchasing a substantial portion provided, that, the Company may draw on and repay the Existing Revolving Facility and cause the issuances of letters of credit thereunder from time to time, in each case consistent with past practice and in the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount ordinary course of assets from any Personbusiness; (vm) make adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (n) except as may be required by Applicable Law, amend, modify, supplement or terminate any capital expenditures Benefit Plan, other than the ESOP Plan Documents in accordance with Section 4.16, or commitments thereforenter into any contract that would constitute a Benefit Plan; (o) except as set forth on a schedule delivered to and approved in writing by the Supporting Noteholders prior to execution of this Agreement, increase the compensation of any of its officers or directors or, except in the ordinary course of business consistent with past practice, increase the compensation of any of its other employees; (vip) make any loaninstitute, advance or capital contribution to, or investment in, any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice; (vii) (A) create or incur, or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness of any other Person; (viii) (A) sell, issue, grant, mortgage, pledge, subject to any Lien, transfer or otherwise dispose of: (1) any membership interests or other equity interests or securities of the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Company; (ix) except as required by applicable Law or the terms of any Benefit Plan in effect as of the date hereof: (A) increase the compensation payable or to become payable to, or change any of the benefits provided or to be provided to, any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Company; (x) implement or announce any plant closing, material reduction in labor force or mass lay-off; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (A) make or change any Tax election; (B) change any annual Tax accounting period; (C) adopt or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (E) enter into any Tax closing agreement; (F) settle or compromise any Tax claim or assessment; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xiv) except as required by GAAP, make any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies or procedures; (xv) except in the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities); or (B) modify the manner in which the books and records of the Company are maintained; (xvi) enter into any new line of business or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened ProceedingLegal Proceeding in an aggregate amount for all Legal Proceedings in excess of $500,000; (xviiiq) fail make any Tax election, enter into any Contract with respect to maintain in full force and effect Taxes, or take any of the Insurance Policies; (xix) except in Tax position inconsistent with prior Tax elections, agreements or positions, or take any other action with respect to Taxes that is outside the ordinary course of business consistent with past practice: (A) enter into any Contract thatother than such elections, if in effect on the date hereofContracts, would constitute a Company Material Contract; (B) terminate positions or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims actions with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material ContractTaxes that are immaterial in nature); or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxir) enter into any Contractapprove, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Company, authorize or otherwise agree (orally or commit, in writing) to take, take any of the actions prohibited by this Section 6.1(b)identified above.

Conduct of Company Business. (a) During Without limiting the period from the date provisions of this Agreement to the earlier of the Closing Section 5.1, Company and the date this Agreement is terminated in accordance with Article X (the “Interim Period”)Skae will not, except: (A) as set forth in Section 6.1(a) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with without the prior written consent of PurchaserBuyer or Baywood, the Sellers shall cause the Company and Jupiter Europe to (with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe):to: (ia) conduct amend or otherwise modify its business in the ordinary course of business consistent with past practice and substantially in the same manner as currently conductedorganizational documents or operating agreement; (ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill of those having material business relationships with the Company; and (iii) retain the services of its present officers except Dxx Xxxxx, Axxx Xxxxxx and Jxxxxx Xxxxxx. (b) Without limiting the generality mortgage, pledge or grant any security interest in any of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to: (i) amend the Operating Agreement or any other governing documentits assets; (iic) sellincrease the compensation, transfer, assign, convey, lease, bonus or otherwise dispose of other benefits payable or potentially payable to any of the properties employees or assets executive officers of the Company (or any interest therein), other than inventory or supplies sold or used except in the ordinary course of business consistent with past practice; (iiid) mortgageterminate or modify any Contract, pledge or subject to any Lien (other than a Permitted Lien) any portion except for terminations of the assets or properties of the CompanyContracts upon their expiration during such period in accordance with their terms; (ive) (A) acquire (by merging incur or consolidating with, assume any indebtedness for borrowed money or by purchasing a substantial portion guaranty any obligation or the net worth of the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount of assets from any Person; (vf) make discharge or satisfy any capital expenditures Encumbrance other than those which are required to be discharged or commitments thereforsatisfied during such period in accordance with their original terms; (g) pay any material obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities, shown on the Financial Statements or incurred since June 30, 2008 in the ordinary course of business consistent with past practice; (h) sell, transfer, lease to others or otherwise dispose of any assets having a fair market value in excess of $10,000, except in the ordinary course of business consistent with past practice; (vii) cancel, waive or compromise any material debt or claim; (j) make any loan, loan or advance or capital contribution to, or investment in, to any Person, Person other than advancement of expenses travel and other similar routine advances to employees of the Company in the ordinary course of business consistent with past practice; (viik) hire or discharge any employee or consultant whose annual compensation exceeds $50,000 per year; (Al) create purchase or incur, acquire any capital stock or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness other securities of any other Personcorporation or any ownership interest in any other business enterprise; (viiim) (A) sell, issue, grant, mortgage, pledge, subject to make any Lien, transfer capital expenditures or otherwise dispose of: (1) any membership interests capital additions or other equity interests or securities of betterments in amounts which exceed $10,000 in the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Companyaggregate; (ixn) except as required by applicable Law change its method of accounting or the terms of any Benefit Plan in effect as of the date hereof: (A) increase the compensation payable its accounting principles or to become payable to, or change any of the benefits provided or to be provided to, any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Companypractices; (xo) implement institute or announce settle any plant closinglitigation or any legal, material reduction in labor force administrative or mass lay-offarbitration action or proceeding before any court or Governmental Body relating to it or any of its properties or assets; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (Ap) make or change revoke any Tax election; (B) change any annual Tax accounting period; (C) adopt elections or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (E) enter into any Tax closing agreement; (F) settle or compromise any Tax claim or assessmentliability with any Governmental Body; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment;or (xiv) except as required by GAAP, make any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies or procedures; (xv) except in the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities); or (B) modify the manner in which the books and records of the Company are maintained; (xviq) enter into any new line of business agreement or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened Proceeding; (xviii) fail commitment to maintain in full force and effect do any of the Insurance Policies; (xix) except in the ordinary course of business consistent with past practice: (A) enter into any Contract that, if in effect on the date hereof, would constitute a Company Material Contract; (B) terminate or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material Contract; or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxi) enter into any Contract, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Company, or otherwise agree or commit, to take, any of the actions prohibited by this Section 6.1(b)foregoing.

Conduct of Company Business. (a) During the period from the date of this Agreement to the earlier of the Closing and the date this Agreement is terminated in accordance with Article X (the “Interim Period”), except: (A) as set forth in Section 6.1(a) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company and Jupiter Europe to (with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe): (i) conduct its business in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted; (ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill of those having material business relationships with the Company; and (iii) retain the services of its present officers except Dxx Xxx Xxxxx, Axxx Xxxx Xxxxxx and Jxxxxx Xxxxxx Xxxxxx. (b) Without limiting the generality of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to: (i) amend the Operating Agreement or any other governing document; (ii) sell, transfer, assign, convey, lease, or otherwise dispose of any of the properties or assets of the Company (or any interest therein), other than inventory or supplies sold or used in the ordinary course of business consistent with past practice; (iii) mortgage, pledge or subject to any Lien (other than a Permitted Lien) any portion of the assets or properties of the Company; (iv) (A) acquire (by merging or consolidating with, or by purchasing a substantial portion of the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount of assets from any Person; (v) make any capital expenditures or commitments therefor, except in the ordinary course of business consistent with past practice; (vi) make any loan, advance or capital contribution to, or investment in, any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice; (vii) (A) create or incur, or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness of any other Person; (viii) (A) sell, issue, grant, mortgage, pledge, subject to any Lien, transfer or otherwise dispose of: (1) any membership interests or other equity interests or securities of the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Company; (ix) except as required by applicable Law or the terms of any Benefit Plan in effect as of the date hereof: (A) increase the compensation payable or to become payable to, or change any of the benefits provided or to be provided to, any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Company; (x) implement or announce any plant closing, material reduction in labor force or mass lay-off; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (A) make or change any Tax election; (B) change any annual Tax accounting period; (C) adopt or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (E) enter into any Tax closing agreement; (F) settle or compromise any Tax claim or assessment; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xiv) except as required by GAAP, make any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies or procedures; (xv) except in the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities); or (B) modify the manner in which the books and records of the Company are maintained; (xvi) enter into any new line of business or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened Proceeding; (xviii) fail to maintain in full force and effect any of the Insurance Policies; (xix) except in the ordinary course of business consistent with past practice: (A) enter into any Contract that, if in effect on the date hereof, would constitute a Company Material Contract; (B) terminate or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material Contract; or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxi) enter into any Contract, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Company, or otherwise agree or commit, to take, any of the actions prohibited by this Section 6.1(b).

Conduct of Company Business. (a) During Except as set forth on Part 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement to and continuing until the earlier of the Closing and the date termination of this Agreement is terminated in accordance with Article X pursuant to its terms or the Closing (the “Interim Pre-Closing Period”), except: (A) as set forth in Section 6.1(a) of Company agrees, except to the Sellers Disclosure Schedule; (B) as expressly required extent necessary to effect the transactions contemplated by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company and Jupiter Europe Stockholder Approval Matters or otherwise to (with each reference the extent Albireo consents in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a)writing, to “Company” being deemed to be a reference to both the Company and Jupiter Europe): (i) conduct carry on its business in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted;being conducted as of the date of this Agreement, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement (including the actions set forth on Part 5.1 of the Company Disclosure Schedule), without obtaining the written consent of Albireo (which, in the case of Section 5.1(h)(ii), will not be unreasonably withheld, conditioned or delayed), Company will not, and will not permit its Subsidiaries to: (iia) maintain and preserve intact amend or otherwise change any of the Organizational Documents, or otherwise alter its business organizationcorporate structure through merger, assets and properties and its existing relationships with and goodwill of those having material business relationships with the Company; and (iii) retain the services of its present officers except Dxx Xxxxxliquidation, Axxx Xxxxxx and Jxxxxx Xxxxxx.reorganization or otherwise; (b) Without limiting issue, sell, pledge, dispose of or encumber, or authorize the generality issuance, sale, pledge, disposition or encumbrance of, any shares of Section 6.1(acapital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including any phantom interest) (except for the issuance of shares of Company Common Stock issuable pursuant to Company Options or Company RSUs in accordance with the terms under the Company Stock Option Plan or pursuant to warrants, as the case may be, which options or warrants or rights, as the case may be, are outstanding on the date hereof); (c) redeem, during repurchase or otherwise acquire, directly or indirectly, any shares of Company Common Stock (other than pursuant to a currently outstanding repurchase right in favor of Company with respect to unvested shares, at no more than cost); (d) incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance with respect to any assets (except for dispositions of obsolete or worthless assets); (e) accelerate, amend or change the Interim Periodperiod (or permit any acceleration, except: (A) as set forth in Section 6.1(bamendment or change) of the Sellers Disclosure Schedule; (B) exercisability of options or warrants or authorize cash payments in exchange for any options, except as expressly may be required under any Company Option Plan, Contract or this Agreement or as may be required by this Agreement; or applicable Legal Requirements; (Cf) with the prior written consent of Purchaser, the Sellers shall cause the Company not to: (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the Operating Agreement terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any other governing documentsecurities of its Subsidiaries, or propose to do any of the foregoing; (iig) sell, assign, transfer, assignlicense, convey, lease, sublicense or otherwise dispose of any of the properties or assets of the Company (or any interest therein), other than inventory or supplies sold or used in the ordinary course of business consistent with past practice; (iii) mortgage, pledge or subject to any Lien (IP Rights other than a Permitted Lien) any portion of the assets or properties of the CompanyDisposition; (iv) (Ai) acquire (by merging or consolidating withmerger, consolidation, or by purchasing a substantial portion acquisition of the properties stock or assets ofassets) any business or any corporation, partnership or other business organization or division thereof or any division thereofother material property or assets; (ii) enter into or amend any material terms of any Company Contract, grant any release or relinquishment of any material rights under any Company Contract or assign or sublet any lease; or (Biii) purchase enter into or otherwise acquire amend any material amount contract, agreement, commitment or arrangement to effect any of assets from any Personthe matters prohibited by this Section 5.1(h); (vi) make forgive any capital expenditures loans to any Person, including its employees, officers, directors or commitments therefor, except in the ordinary course of business consistent with past practiceAffiliates; (vij) make any loan, advance or capital contribution to, or investment in, any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice; (vii) (A) create or incur, or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness of any other Person; (viii) (A) sell, issue, grant, mortgage, pledge, subject to any Lien, transfer or otherwise dispose of: (1) any membership interests or other equity interests or securities of the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Company; (ix) except as required by applicable Law or the terms of any Benefit Plan in effect as of the date hereof: (A) Legal Requirements, increase the compensation payable or to become payable to its directors, officers, employees or consultants or grant any severance, change in control, retention or termination pay to, or enter into any employment, severance or similar agreement with, any director, officer, employee or consultant, or establish, adopt, enter into, terminate or amend any collective bargaining or similar agreement or Company Employee Plan (or any plan, program, agreement or arrangement that would be a Company Employee Plan if it were in existence on the date hereof), or take any action to accelerate the time of payment or vesting of any compensation or benefits or take any action to fund or secure the funding of any compensation or benefits (other than qualified retirement plan benefits); (k) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (l) (i) make or change any material Tax election inconsistent with past practices, (ii) change any material Tax accounting method, or (iii) settle or compromise any material federal, state, local or foreign Tax liability, except, in the case of clauses (i) and (ii), as required by Legal Requirements; (m) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the benefits provided payment, discharge or to be provided to, any employee (except nothing herein shall preclude satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Company from hiring new non-officer employees Financials, or incurred in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Company; (x) implement or announce any plant closing, material reduction in labor force or mass lay-off; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (A) make or change any Tax election; (B) change any annual Tax accounting period; (C) adopt or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (En) enter into any Tax closing agreement; (F) settle partnership arrangements, joint development agreements or compromise any Tax claim or assessment; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessmentstrategic alliances; (xivo) initiate any litigation, action, suit, proceeding, claim or arbitration (each, an “Action”) or settle or agree to settle any Action (except as required by GAAP, make for any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies Action arising out of or procedures; (xv) except in related to this Agreement or the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilitiestransactions contemplated hereby); or (B) modify the manner in which the books and records of the Company are maintained; (xvi) enter into any new line of business or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened Proceeding; (xviii) fail to maintain in full force and effect any of the Insurance Policies; (xix) except in the ordinary course of business consistent with past practice: (A) enter into any Contract that, if in effect on the date hereof, would constitute a Company Material Contract; (B) terminate or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material Contract; or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxip) enter into any Contract, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Companytake, or agree in writing or otherwise agree or commit, to take, any of the actions prohibited by described in Sections 5.1(a) through 5.1(o) above, or any action which would make any of the representations or warranties of Company contained in this Section 6.1(b)Agreement untrue or incorrect or would prevent Company from performing, or cause Company not to perform, its covenants hereunder or would result in any of the conditions to the Acquisition set forth herein not being satisfied. The Parties acknowledge and agree that (i) nothing contained in this Agreement shall give Albireo, directly or indirectly, the right to control or direct the operations of any Acquiring Company prior to the Closing, (ii) prior to the Closing, each Acquiring Company shall exercise, consistent with the terms and conditions of this Agreement, complete control over its operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Albireo will be required with respect to any matter set forth in the Agreement to the extent the requirement of such consent would violate any applicable Legal Requirements.

Conduct of Company Business. From the date hereof and prior to the Closing Date, the Company shall conduct its business only in the usual and ordinary course of business in accordance with the past practice, except (a) During as consented to in writing by the period from Parent (which consent shall not be unreasonably withheld), (b) to the extent required to comply with any Law, (c) as set forth on any of the Disclosure Schedules hereto in the form that have been delivered by the Company on the date of this Agreement or (d) as otherwise contemplated by this Agreement. Without limiting the generality of the foregoing, from the date hereof and prior to the earlier of Closing Date, except (i) as consented to in writing by Parent, (ii) to the Closing and the date this Agreement is terminated in accordance extent required to comply with Article X any Law, (the “Interim Period”), except: (Aiii) as set forth in Section 6.1(a) 6.3 of the Sellers Disclosure Schedule; Schedules (Band subject to any limitations on Section 6.3 of the Disclosure Schedules) or (iv) as expressly required otherwise contemplated by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers Company shall cause the Company and Jupiter Europe to (with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe):not: (ia) conduct sell, lease, assign, license or transfer any of its business assets, tangible or intangible, other than sales of Company Products in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted; (ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill practices of those having material business relationships with the Company; and (iii) retain the services of its present officers except Dxx Xxxxx, Axxx Xxxxxx and Jxxxxx Xxxxxx.or mortgage, pledge or subject them to any Lien; (b) Without limiting the generality of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to: (i) amend the Operating Agreement or any other governing document; (ii) sell, transfer, assign, conveyor grant any license or sublicense of any of the Company Intellectual Property or any rights thereunder or abandon, leasededicate to the public or fail to take action that may result in abandonment or dedication to the public of any of the Company Intellectual Property; (c) make, grant, promise, adopt, amend or modify any bonus or any wage or salary increase to any employee, officer or director, or make, grant or promise any other change in employment terms for any employee, officer or director, other than benefits or payments in accordance with the terms of any Company Benefit Plan as in effect as of the date hereof; (d) make any capital investment, expenditure or commitment (or a series of related capital investments, expenditures or commitments) or any loan to any Person; (e) declare, set aside or pay any dividend or distribution of cash or other property to any Company Stockholder with respect to its equity or purchase, redeem or otherwise acquire any of its equity or any warrants, options or other rights to acquire its equity, or make any other payments to any Company Stockholder; (f) issue, sell, or otherwise dispose of any of the properties or assets of the Company its capital stock (or any interest therein), other than inventory shares of Company Common Stock issued upon exercise of a Company Option or supplies sold or used in the ordinary course conversion of business consistent with past practiceany share of Company Capital Stock); (iiig) mortgagemake any change in any method of accounting or accounting practice, pledge principle or subject to any Lien (other than a Permitted Lien) any portion of the assets or properties of method used by the Company; (ivh) (A) acquire (by merging make, change or consolidating with, revoke any election or by purchasing a substantial portion method of accounting with respect to Taxes affecting or relating to the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount of assets from any PersonCompany; (vi) make any capital expenditures amend or commitments therefor, except in authorize the ordinary course amendment of business consistent with past practiceits certificate of incorporation or bylaws; (vij) make any loanmerge, advance or capital contribution to, or investment invest in, consolidate with or acquire the business of any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice; (vii) (A) create Person or incur, acquire any property or offer, place or arrange, any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”); (B) cancel, release or assign any Indebtedness (with “Indebtedness” being deemed to mean both (a) its as defined meaning and (b) the meaning it would have if the references in its definition to “Company” were replaced with “Jupiter Europe”) owed to the Company; or (C) assume, guarantee or endorse, or otherwise become responsible for, the indebtedness assets of any other Person; (viiik) (A) selladopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, issuerestructuring, grant, mortgage, pledge, subject to any Lien, transfer recapitalization or otherwise dispose of: (1) any membership interests or other equity interests or securities of the Company; or (2) any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (B) sell, issue or grant any options, warrants, puts, calls, subscriptions, commitments or other rights of any character relating to the issuance, sale, purchase, conversion, exchange, registration, voting or transfer of any membership interests or other equity interests of the Company, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any membership interests or other equity interests or securities of the Company; (C) redeem, repurchase or otherwise acquire any membership interests or other equity interests or securities of the Company; or (D) combine, split, subdivide or reclassify any membership interests or other equity interests or securities of the Companyreorganization; (ixl) except as required by applicable Law settle or compromise any litigation; (m) enter into or otherwise become party to any contract, arrangement, commitment or understanding, other than sales agreements with respect to the terms Company’s sale of any Benefit Plan in effect as of the date hereof: (A) increase the compensation payable or to become payable to, or change any of the benefits provided or to be provided to, any employee (except nothing herein shall preclude the Company from hiring new non-officer employees Products in the ordinary course of business and on terms and conditions consistent with past practice), director, officer, independent contractor or consultant practices of the Company; (B) grant, commit to pay or increase the rate or terms of any retention, severance, change of control or termination pay to any employee (except nothing herein shall preclude the Company from hiring new non-officer employees in the ordinary course of business and consistent with past practice), director, officer, independent contractor or consultant of the Company; (C) amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; (D) terminate, renew, modify or amend any existing, or adopt, establish or enter into any new, Benefit Plan or employment policy relating to vacation pay, sick pay, disability coverage or severance pay, in each case with, for or in respect of any employee, director, officer, independent contractor or consultant of the Company; or (E) hire any Person to be an officer of the Company or terminate the employment of any officer, or elect any director of the Company;or (xn) implement commit or announce any plant closing, material reduction in labor force or mass lay-off; (xi) engage in any merger, consolidation, reorganization, recapitalization, complete or partial liquidation, dissolution or similar transaction or file a petition in bankruptcy under any provision of federal or state bankruptcy Law or consent agree to the filing of any bankruptcy petition against it under any similar Law; (xii) sell, abandon, permit to lapse, fail to maintain, dispose of, license or transfer to any person any right to, or permit the imposition of any Lien on, any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); (xiii) except as required by GAAP or applicable Law: (A) make or change any Tax election; (B) change any annual Tax accounting period; (C) adopt or change any method of Tax accounting; (D) file any amended Tax Return (or similar report filed by the Company); (E) enter into any Tax closing agreement; (F) settle or compromise any Tax claim or assessment; (G) surrender any right to claim a Tax refund, offset or other reduction in liability; or (H) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xiv) except as required by GAAP, make any change in its accounting methodologies, practices, estimation techniques, assumptions, principles, policies or procedures; (xv) except in the ordinary course of business consistent with past practice: (A) modify its cash management activities (including the extension of trade credit, the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities); or (B) modify the manner in which the books and records of the Company are maintained; (xvi) enter into any new line of business or abandon or discontinue any existing line of business; (xvii) commence, pay, discharge, settle, release, waive or compromise any pending or threatened Proceeding; (xviii) fail to maintain in full force and effect do any of the Insurance Policies; (xix) except in the ordinary course of business consistent with past practice: (A) enter into any Contract that, if in effect on the date hereof, would constitute a Company Material Contract; (B) terminate or materially amend or modify any Company Material Contract; (C) assign or otherwise transfer any rights or claims with respect to, or waive any term of or default under, or any Liability owing to the Company under, any Company Material Contract; or (D) take any action or fail to act, when such action or failure to act will cause a termination of or material breach or default under any Company Material Contract; (xx) enter into any Contract which contains a change of control or similar provision that would require the Consent of, or a payment to, the other party or parties thereto in connection with the Transactions; or (xxi) enter into any Contract, except for the prospective office lease currently being negotiated between HL Camelback Office, LLC and the Company, or otherwise agree or commit, to take, any of the actions prohibited by this Section 6.1(b)foregoing.