Common use of Conduct of the Business Pending the Closing Clause in Contracts

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Company to: (i) conduct the businesses of the Company only in the ordinary course consistent with past practice; (ii) use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company and (B) preserve its present relationship with Persons having business dealings with the Company; (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Company, the Purchaser shall not: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Purchaser or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Purchaser; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Purchaser; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject to any Lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of the Purchaser; (vii) acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of the Purchaser; (viii) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business; (ix) enter into any commitment for capital expenditures of the Purchaser; (x) enter into, modify or terminate any labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Purchaser; (xi) permit the Purchaser to enter into any transaction or to make or enter into any Contract; (xii) permit the Purchaser to enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (xiii) permit the Purchaser to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xv) agree to do anything prohibited by this Section 6.2 or anything which would make any of the representations and warranties of the Purchaser and the Majority Stockholder in this Agreement untrue or incorrect in any material respect.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Company Closing the Sellers shall, and shall cause Metallicum to: (i) conduct Conduct the respective businesses of the Company Metallicum only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company Metallicum and (B) preserve its present relationship with Persons parties having business dealings with the Company;Metallicum; and (iii) Comply in all material respects with applicable laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the CompanyPurchaser, prior to the Purchaser Closing the Sellers shall not, and shall cause Metallicum not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Purchaser or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Purchaser; (ii) transferTransfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser Metallicum or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of Metallicum; (ii) Amend the PurchaserArticles of Incorporation or Bylaws of Metallicum; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject Subject to any Lien lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of the PurchaserMetallicum; (viiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of the PurchaserMetallicum; (viiiv) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business; (ix) enter Enter into any commitment for capital expenditures out of the Purchaserordinary course; (xvi) enter into, modify or terminate any labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Purchaser; (xi) permit the Purchaser Permit Metallicum to enter into any transaction or to make or enter into any ContractContract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (xiivii) permit the Purchaser Permit Metallicum to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (xiiiviii) permit the Purchaser to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xv) agree Agree to do anything prohibited by this Section 6.2 or anything which would make any of the representations and warranties of the Purchaser and the Majority Stockholder Sellers in this Agreement or any other agreement referenced herein untrue or incorrect in any material respectrespect as of any time through and including the Closing.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Company Closing the Sellers shall, and shall cause TECHTOM to: (i) conduct Conduct the businesses business of the Company TECHTOM only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company TECHTOM and (B) preserve its present relationship with Persons parties having business dealings with the Company;TECHTOM; and (iii) Comply in all material respects with applicable laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the CompanyPurchaser, prior to the Purchaser Closing the Sellers shall not, and shall cause TECHTOM not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Purchaser or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Purchaser; (ii) transferTransfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser TECHTOM or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of TECHTOM; (ii) Amend any of the Purchaserformation documents of TECHTOM; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject Subject to any Lien lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of the PurchaserTECHTOM; (viiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of the PurchaserTECHTOM; (viiiv) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business; (ix) enter Enter into any commitment for capital expenditures out of the Purchaserordinary course; (xvi) enter into, modify or terminate any labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Purchaser; (xi) permit the Purchaser Permit TECHTOM to enter into any transaction or to make or enter into any ContractContract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (xiivii) permit the Purchaser Permit TECHTOM to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (xiiiviii) permit the Purchaser to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xv) agree Agree to do anything prohibited by this Section 6.2 or anything which would make any of the representations and warranties of the Purchaser and the Majority Stockholder Sellers in this Agreement or any other agreement referenced herein untrue or incorrect in any material respectrespect as of any time through and including the Closing.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Company Closing the Seller shall, and shall cause Infotel to: (i) conduct Conduct the businesses business of the Company Infotel only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company Infotel and (B) preserve its present relationship with Persons parties having business dealings with the Company;Infotel; and (iii) Comply in all material respects with applicable laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the CompanyPurchaser, prior to the Purchaser Closing the Seller shall not, and shall cause Infotel not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Purchaser or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Purchaser; (ii) transferTransfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser Infotel or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of Infotel; (ii) Amend the PurchaserCertificate of Incorporation or Bylaws of Infotel; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject Subject to any Lien lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of the PurchaserInfotel; (viiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of the PurchaserInfotel; (viiiv) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business; (ix) enter Enter into any commitment for capital expenditures out of the Purchaserordinary course; (xvi) enter into, modify or terminate any labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Purchaser; (xi) permit the Purchaser Permit Infotel to enter into any transaction or to make or enter into any ContractContract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (xiivii) permit the Purchaser Permit Infotel to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (xiiiviii) permit the Purchaser to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xv) agree Agree to do anything prohibited by this Section 6.2 or anything which would make any of the representations and warranties of the Purchaser and the Majority Stockholder Seller in this Agreement or any other agreement referenced herein untrue or incorrect in any material respectrespect as of any time through and including the Closing.

Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, prior to the Company Closing the Sellers shall, and shall cause Enhance to: (i) conduct Conduct the businesses business of the Company Enhance only in the ordinary course consistent with past practice; (ii) use Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of the Company Enhance and (B) preserve its present relationship with Persons parties having business dealings with the Company;Enhance; and (iii) Comply in all material respects with applicable laws. (b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the CompanyPurchaser, prior to the Purchaser Closing the Sellers shall not, and shall cause Enhance not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Purchaser or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Purchaser; (ii) transferTransfer, issue, sell or dispose of any shares of capital stock or other securities of the Purchaser Enhance or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of Enhance; (ii) Amend the PurchaserCertificate of Incorporation or Bylaws of Enhance; (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Purchaser; (iv) amend the certificate of incorporation or by-laws of the Purchaser; (v) pay any form of compensation; (vi) subject Subject to any Lien lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of the PurchaserEnhance; (viiiv) acquire Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of the PurchaserEnhance; (viiiv) cancel or compromise any debt or claim or waive or release any material right of the Purchaser except in the ordinary course of business; (ix) enter Enter into any commitment for capital expenditures out of the Purchaserordinary course; (xvi) enter into, modify or terminate any labor or collective bargaining agreement of the Purchaser or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Purchaser; (xi) permit the Purchaser Permit Enhance to enter into any transaction or to make or enter into any ContractContract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice; (xiivii) permit the Purchaser Permit Enhance to enter into or agree to enter into any merger or consolidation with, with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, to or otherwise acquire the securities of any other Personparty; (xiiiviii) permit the Purchaser to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate; (xiv) incur any liability; or (xv) agree Agree to do anything prohibited by this Section 6.2 or anything which would make any of the representations and warranties of the Purchaser and the Majority Stockholder Sellers in this Agreement or any other agreement referenced herein untrue or incorrect in any material respectrespect as of any time through and including the Closing.