CONDUCT OF SIGNAL TO DATE. Except as disclosed in Signal Disclosure Letter and in Signal Reports filed with the Commission prior to the date of this Agreement, from and after December 31, 1997, to the date of this Agreement: (a) Signal and the Signal Subsidiaries have carried on their respective businesses in the ordinary and usual course consistent with their current practices, (b) Signal has not issued or sold any of its Capital Stock (except shares of Signal Common Stock issued upon exercise of employee stock options outstanding on or before December 31, 1997), or any corporate debt securities which would be classified as long-term debt on the balance sheets of Signal, (c) Signal has not granted any option for the purchase of its Capital Stock (other than pursuant to the Signal Stock Purchase Option), effected any stock split, or otherwise changed its authorized capitalization, (d) Signal has not declared, set aside, or paid any dividend or other distribution in respect of its capital stock, or, directly or indirectly, redeemed or otherwise acquired any of its capital stock, except regular quarterly cash dividends (based upon historic precedent), (e) Signal has neither incurred nor prepaid any corporate debt securities or instruments which are or would be classified as long-term debt on the balance sheet of Signal, (f) neither Signal nor any Signal Subsidiary has sold, assigned, transferred, or otherwise disposed of to a third party (i) equity securities in or issued by any Signal Subsidiary, (ii) branch offices of any Signal Subsidiary, (iii) assets constituting any other line of business, or (iv) any of its other material properties or assets other than for a fair consideration in the ordinary course of business, (g) neither Signal nor any Signal Subsidiary has purchased or otherwise acquired from a third party equity securities in or issued by such third party other than in the ordinary course of business, branch offices of such third party, assets constituting any other line of business, or any other material properties or assets outside the ordinary course of its business, (h) neither Signal nor any Signal Subsidiary has: increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except under existing plans and policies, entered into any new, or amended or supplemented any existing, or secured, collateralized, or funded any, employment, management, consulting, deferred compensation, severance, or other similar contract, e...
