Common use of Conduct of Target Clause in Contracts

Conduct of Target. From the date hereof until the Closing, Target shall conduct its business in the ordinary course, consistent with past practice, and not enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as contemplated hereby and except to the extent that Acquirer gives prior written consent: (a) Target will not adopt or propose any change in its Articles of Incorporation or enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (b) Except as contemplated by this Agreement, Target will not: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides for the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger or (B) the termination of employment after the Merger; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as of the date hereof, or increase the compensation payable to any other employees (other than (A) increases in the ordinary course of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend any employee benefit plan or arrangement (oral or written); or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than advances in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one person; (c) Except pursuant to the exercise of Target Options and Target Warrants and the conversion of Target Preferred Stock into Target Common Stock, Target will not (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force and effect its existing insurance policies and will not modify or reduce the coverage thereunder; (e) Target will not (i) pay any dividend or make any other distribution to holders of its capital stock, (ii) split, combine or reclassify any of its capital stock or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or (iv) take any preliminary action with respect thereto; (f) Target will not incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or incur any account payable except in the ordinary course of business, or enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing; (g) Target will not enter into any transaction that would, in the reasonable judgment of Acquirer, delay the occurrence of the Closing beyond October 11, 1999; (h) Other than sales of products and services in the ordinary course of business and consistent with present practice Target will not (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (i) Target will not (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 and in the aggregate do not exceed $150,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or Person; (v) otherwise, except as to the acquisition of materials and supplies for its products, services and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity; (j) Target will not (i) change its methods of accounting as in effect since inception except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal year; (k) Target will not settle or compromise, or agree to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (l) Target will not agree or commit to do any of the foregoing.

Conduct of Target. From Except as otherwise contemplated or permitted by this Agreement, or as set forth in the date hereof until Target Disclosure Statement, during the period from the Execution Date to the Closing, the Target shall will do the following: (a) conduct its business the Target Business in the ordinary and usual course, consistent with past practiceand in a continuous fashion, and not will not, without the prior written consent of the Purchaser: (i) enter into any transaction outside which would constitute a breach of the representations, warranties or agreements of the Target or the Target Shareholders contained herein, (ii) increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or make any increase in, or any addition to, other benefits to which any of its Employees may be entitled, (iii) create, incur, assume or guarantee any indebtedness; (iv) subject any of its assets or properties to any Lien; (v) declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of the Target Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of the Target Shares or other equity securities of the Target, or (vi) pay any amount (other than salaries in the ordinary course of business. Without limiting the generality ) to any Related Party of the foregoing, from the date hereof until the Closing, except as contemplated hereby and except to the extent that Acquirer gives prior written consent:Target or any Target Shareholder; (ab) comply with all laws affecting the operation of the Target will Business and pay all required Taxes; (c) not adopt take any action or propose omit to take any change action which would, or would reasonably be expected to, result in its Articles a breach of, or render untrue, any representation, warranty, covenant or other obligation of Incorporation the Target or enter into any agreement Target Shareholder contained herein; (d) use commercially reasonable efforts to preserve intact the Target Business and the assets, operations and affairs of the Target, carry on the Target Business substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the Target; (e) take all necessary actions, steps and proceedings that are necessary to approve or incur any obligationauthorize, or to validly and effectively undertake, the terms execution and delivery of which would be violated by this Agreement and the consummation completion of the transactions contemplated by this Agreement; (bf) Except as contemplated by this Agreement, Target will not: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides respond promptly to reasonable requests from the Purchaser for information concerning the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger or (B) the termination of employment after the Merger; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as status of the date hereof, or increase the compensation payable to any other employees (other than (A) increases in the ordinary course of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend any employee benefit plan or arrangement (oral or written); or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than advances in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one person; (c) Except pursuant to the exercise of Target Options and Target Warrants Business and the conversion of Target Preferred Stock into Target Common Stock, Target will not (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force operations and effect its existing insurance policies and will not modify or reduce the coverage thereunder; (e) Target will not (i) pay any dividend or make any other distribution to holders of its capital stock, (ii) split, combine or reclassify any of its capital stock or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or (iv) take any preliminary action with respect thereto; (f) Target will not incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or incur any account payable except in the ordinary course of business, or enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing; (g) Target will not enter into any transaction that would, in the reasonable judgment of Acquirer, delay the occurrence finances of the Closing beyond October 11, 1999; (h) Other than sales of products and services in the ordinary course of business and consistent with present practice Target will not (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (i) Target will not (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 and in the aggregate do not exceed $150,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or Person; (v) otherwise, except as to the acquisition of materials and supplies for its products, services and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity; (j) Target will not (i) change its methods of accounting as in effect since inception except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal year; (k) Target will not settle or compromise, or agree to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (lg) Target will not agree or commit to do any comply with the provisions of the foregoingArticle 9 of this Agreement.

Conduct of Target. From Except as otherwise contemplated or permitted by this Agreement, or as set forth in the date hereof until Target Disclosure Statement, during the period from the Execution Date to the Closing, the Target shall will do the following: (a) conduct its business the Target Business in the ordinary and usual course, consistent with past practiceand in a continuous fashion, and not will not, without the prior written consent of the Purchaser: (i) enter into any transaction outside which would constitute a breach of the representations, warranties or agreements of the Target or the Target Shareholders contained herein, (ii) increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or make any increase in, or any addition to, other benefits to which any of its Employees may be entitled, (iii) create, incur, assume or guarantee any indebtedness; (iv) subject any of its assets or properties to any Lien; (v) declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of the Target Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of the Target Shares or other equity securities of the Target, or (vi) pay any amount (other than salaries in the ordinary course of business. Without limiting the generality ) to any Related Party of the foregoing, from the date hereof until the Closing, except as contemplated hereby and except to the extent that Acquirer gives prior written consent:Target or any Target Shareholder; (ab) comply with all laws affecting the operation of the Target will Business and pay all required Taxes; (c) not adopt take any action or propose omit to take any change action which would, or would reasonably be expected to, result in its Articles a breach of, or render untrue, any representation, warranty, covenant or other obligation of Incorporation the Target or enter into any agreement Target Shareholder contained herein; (d) use commercially reasonable efforts to preserve intact the Target Business and the assets, operations and affairs of the Target, carry on the Target Business substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the Target; (e) take all necessary actions, steps and proceedings that are necessary to approve or incur any obligationauthorize, or to validly and effectively undertake, the terms execution and delivery of which would be violated by this Agreement and the consummation completion of the transactions contemplated by this Agreement; (bf) Except as contemplated by this Agreement, Target will not: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides respond promptly to reasonable requests from the Purchaser for information concerning the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger or (B) the termination of employment after the Merger; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as status of the date hereof, or increase Target Business and the compensation payable to any other employees (other than (A) increases in the ordinary course operations and finances of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend and any employee benefit plan or arrangement (oral or written)Target Predecessor; or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than advances in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one person; (c) Except pursuant to the exercise of Target Options and Target Warrants and the conversion of Target Preferred Stock into Target Common Stock, Target will not (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force and effect its existing insurance policies and will not modify or reduce the coverage thereunder; (e) Target will not (i) pay any dividend or make any other distribution to holders of its capital stock, (ii) split, combine or reclassify any of its capital stock or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or (iv) take any preliminary action with respect thereto; (f) Target will not incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or incur any account payable except in the ordinary course of business, or enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing;and (g) Target will not enter into any transaction that would, in comply with the reasonable judgment provisions of Acquirer, delay the occurrence Article 9 of the Closing beyond October 11, 1999; (h) Other than sales of products and services in the ordinary course of business and consistent with present practice Target will not (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (i) Target will not (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 and in the aggregate do not exceed $150,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or Person; (v) otherwise, except as to the acquisition of materials and supplies for its products, services and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity; (j) Target will not (i) change its methods of accounting as in effect since inception except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal year; (k) Target will not settle or compromise, or agree to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (l) Target will not agree or commit to do any of the foregoingthis Agreement.

Conduct of Target. From Except as otherwise contemplated or permitted by this Agreement, or as set forth in the date hereof until Target Disclosure Statement, during the period from the Execution Date to the Closing, the Target shall will do the following: (a) conduct its business the Target Business in the ordinary and usual course, consistent with past practiceand in a continuous fashion, and not will not, without the prior written consent of the Purchaser: (i) enter into any transaction outside which would constitute a breach of the representations, warranties or agreements of the Target contained herein, (ii) increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or make any increase in, or any addition to, other benefits to which any of its Employees may be entitled, (iii) create, incur, assume or guarantee any indebtedness; (iv) subject any of its assets or properties to any Lien; (v) declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of the Target Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of the Target Shares or other equity securities of the Target, or (vi) pay any amount (other than salaries in the ordinary course of business. Without limiting the generality ) to any Related Party of the foregoing, from the date hereof until the Closing, except as contemplated hereby and except to the extent that Acquirer gives prior written consent:Target or any Target Shareholder; (ab) comply with all laws affecting the operation of the Target will Business and pay all required Taxes; (c) not adopt take any action or propose omit to take any change action which would, or would reasonably be expected to, result in its Articles a breach of, or render untrue, any representation, warranty, covenant or other obligation of Incorporation the Target contained herein; (d) use commercially reasonable efforts to preserve intact the Target Business and the assets, operations and affairs of the Target, carry on the Target Business substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the Target; (e) take all necessary actions, steps and proceedings that are necessary to approve or enter into any agreement authorize, or incur any obligationto validly and effectively undertake, the terms execution and delivery of which would be violated by this Agreement and the consummation completion of the transactions contemplated by this Agreement; (bf) Except as contemplated by this Agreement, Target will not: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides respond promptly to reasonable requests from the Purchaser for information concerning the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger or (B) the termination of employment after the Merger; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as status of the date hereof, or increase the compensation payable to any other employees (other than (A) increases in the ordinary course of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend any employee benefit plan or arrangement (oral or written); or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than advances in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one person; (c) Except pursuant to the exercise of Target Options and Target Warrants Business and the conversion of Target Preferred Stock into Target Common Stock, Target will not (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force operations and effect its existing insurance policies and will not modify or reduce the coverage thereunder; (e) Target will not (i) pay any dividend or make any other distribution to holders of its capital stock, (ii) split, combine or reclassify any of its capital stock or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or (iv) take any preliminary action with respect thereto; (f) Target will not incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or incur any account payable except in the ordinary course of business, or enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing; (g) Target will not enter into any transaction that would, in the reasonable judgment of Acquirer, delay the occurrence finances of the Closing beyond October 11, 1999; (h) Other than sales of products and services in the ordinary course of business and consistent with present practice Target will not (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (i) Target will not (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 and in the aggregate do not exceed $150,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or Person; (v) otherwise, except as to the acquisition of materials and supplies for its products, services and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity; (j) Target will not (i) change its methods of accounting as in effect since inception except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal year; (k) Target will not settle or compromise, or agree to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (lg) Target will not agree or commit to do any comply with the provisions of the foregoingArticle 9 of this Agreement.

Conduct of Target. From the date hereof until the Closing, Target shall conduct its business in the ordinary course, consistent with past practice, and not enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as contemplated hereby hereby, and except to the extent that Acquirer gives prior written consent: (a) Target will not adopt or propose any change in its Articles of Incorporation or enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (b) Except except as contemplated by this Agreement, Target will not: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides for the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger or (B) the termination of employment after the Merger; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as of the date hereof, or increase the compensation payable to any other employees (other than (A) increases in the ordinary course of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend any employee benefit plan or arrangement (oral or written); or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than advances in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one person; (c) Except pursuant to the exercise of Target Options and Target Warrants and the conversion of Target Preferred Stock into Target Common Stock, Target will not (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force and effect its existing insurance policies and will not modify or reduce the coverage thereunder; (e) Target will not (i) pay any dividend or make any other distribution to holders of its capital stock, (ii) split, combine or reclassify any of its or their capital stock or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock stock, or (iv) take any preliminary action with respect thereto; (f) Target will not incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or incur any account payable except in the ordinary course of business, or enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing; (g) Target will not enter into any transaction that would, in the reasonable judgment of Acquirer, delay the occurrence of the Closing beyond October 11August 31, 1999;2000. (h) Other than sales of products and services in the ordinary course of business and consistent with present practice Target will not (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 25,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (i) Target will not (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 25,000 and in the aggregate do not exceed $150,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or Person; (v) otherwise, except as to the acquisition of materials and supplies for its products, services and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity100,000; (j) Target will not (i) change its methods of accounting as in effect since inception except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal year; (k) Target will not settle or compromise, or agree to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (l) Target will not agree or commit to do any of the foregoing.

Conduct of Target. From the date hereof until the Closing, Seller shall cause Target shall to conduct its business the Interactive Business in the ordinary course, consistent with past practice, and not to enter into any transaction outside the ordinary course of businesscourse. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as contemplated hereby and except to hereby, without the extent that Acquirer gives prior written consentconsent of Purchaser: (a) Target Seller will not permit Target or any Subsidiary to adopt or propose any change in its Articles Certificate of Incorporation or enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (b) Except except as contemplated by this Agreement, Seller will not permit Target will notto: (i) enter into any written contract, agreement, plan or arrangement covering any director, officer or employee of Target that provides for the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the Merger transactions contemplated by this Agreement or (B) the termination of employment after the Mergertransactions contemplated by this Agreement; (ii) enter into or amend any employment, consulting or similar agreement (oral or written) to increase the compensation payable or to become payable by it to, or otherwise materially alter its employment or consulting relationship with, any of its officers, directors or consultants over the amount payable as of the date hereof, or increase the compensation payable to any other employees (other than (A) increases in the ordinary course of business, consistent with past practice, which, in the aggregate do not exceed $50,000 on an annual basis or otherwise have a Material Adverse Effect on Target, or (B) pursuant to plans disclosed in the Target Disclosure Schedule), or adopt or, except as required by applicable law to maintain a plan's tax-qualified status, amend any employee benefit plan or arrangement (oral or written); or (iii) loan or advance any money to any officer, director, employee, shareholder or consultant of Target other than travel advances or the like in the ordinary course of business which do not exceed $5,000 at any time outstanding to any one personbusiness; (c) Except pursuant to the exercise of Target Options and Target Warrants and the conversion of Target Preferred Stock into Target Common Stock, Target Seller will not permit Target to (i) purchase, acquire, issue, deliver, sell or authorize the issuance, delivery or sale of any stock appreciation rights or of any shares of its capital stock of any class or any securities convertible into or exchangeable for, or rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, (ii) make any changes in its capital structure or (iii) will not enter into any agreement or understanding or take any preliminary action with respect to the matters referred to in clause (i) or (ii) of this paragraph (c); (d) Target will keep in full force and effect its existing insurance policies and Seller will not modify or reduce the coverage thereunder; (e) permit Target will not to (i) pay any dividend or make any other distribution to holders of its capital stockTarget's share capital, (ii) split, combine or reclassify any of its capital stock Target's share or propose or authorize the issuance of any other securities in respect of or in lieu of or in substitution for any shares of its Target's capital stock, or (iii) repurchase, redeem or otherwise acquire any shares of its Target's capital stock or (iv) take any preliminary action with respect thereto; (fe) Target Seller will not permit Target to (i) incur any additional indebtedness for borrowed money (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities), or ; (ii) incur any account payable except in the ordinary course of business, ; or (iii) enter into or modify any contract, agreement, commitment or arrangement with respect to the foregoing; (g) Target will not enter into any transaction that would, in the reasonable judgment of Acquirer, delay the occurrence of the Closing beyond October 11, 1999; (hf) Other than sales of products and services in the ordinary course of business and consistent with present practice Target practice, Seller will not permit Target to (i) sell, lease or otherwise dispose of any of its assets having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of Target Interactive Business Assets or (ii) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets; (ig) Target Seller will not permit Target to (i) enter into any new line of business; (ii) change its investment, liability management and other material policies in any material respect; (iii) incur or commit to any capital expenditures, obligations or liabilities in connection therewith other than capital expenditures, obligations or liabilities that (a) are listed on the Target Disclosure Schedule or (b) individually do not exceed $50,000 SEK 100,000 and in the aggregate do not exceed $150,000SEK 500,000; (iv) acquire or agree to acquire by merging or consolidating with, or acquire or agree to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business or PersonPerson (other than the purchase of Danish panel assets approved by Purchaser); (v) otherwise, except as to the acquisition of materials and supplies for its products, services products and activities in the ordinary course of business and consistent with past practices, acquire or agree to acquire any assets for a total consideration in the aggregate in excess of $50,000assets; (vi) make any investment in any Person; or (vii) enter into any license, technology development or technology transfer agreement with any other person or entity; (jh) Target Seller will not (i) permit Target to change its methods of accounting as in effect since inception inception, except as required by changes in accounting principles generally accepted in the United States concurred in by Ernst & Young LLP, Target's independent auditors; (ii) change any of its methods of accounting for income Sweden and deductions for income tax purposes from those employed in the preparation of the income tax returns of Target for the period ending December 31, 1998; or (iii) change its fiscal yeardisclosed to Purchaser; (ki) Target Seller will not settle or compromise, or agree permit Target to settle or compromise any suit or other litigation matter or matter in an arbitration proceeding for any material amount (after taking into account any insurance proceeds to which Target is entitled) or otherwise on terms which would have a Material Adverse Effect on Target; and (l) Target will not agree or commit to do any of the foregoing.