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

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (I) as set forth on Schedule 7.3, (II) as required by applicable Law, (III) as otherwise permitted or contemplated by this Agreement or (IV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Selling Stockholder shall cause the Companies to use commercially reasonable efforts to: (i) conduct the respective businesses of the Companies in the Ordinary Course of Business or otherwise in a manner permissible under this Agreement, including this Section 7.3; and (ii) preserve the business operations, organization and goodwill of the Companies, and their relationships with customers and suppliers of the Companies; (iii) it being agreed, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities of the Selling Stockholder or any of its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation of this Agreement. (b) Prior to the Closing, except (I) as set forth on Schedule 7.3(b), (II) as required by applicable Law, (III) as otherwise permitted or contemplated by this Agreement or (IV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if Purchaser does not respond to any written request of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser in accordance with Section 10.6), the Selling Stockholder shall cause the Companies not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of Theatre Direct (other than cash dividends or other distributions paid to the Selling Stockholder consistent with past practice) or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companies; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Companies; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companies; (v) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as required by Law, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (A) increase the annual level of compensation payable or to become payable by the Companies to any of their respective directors or employees by more than $5,000 per year, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director or executive officer of the Companies which is payable after the Closing, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any Company Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans or create any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or materially amend any such agreement) to which any of the Companies is a party or involving a director or executive officer of any of the Companies; (ix) subject to any Lien, any of the properties or assets (whether tangible or intangible) of the Companies, except for Permitted Exceptions; (x) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the properties or assets of the Companies (except acquisitions or dispositions of properties or assets which are not material to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) in the Ordinary Course of Business or (C) for the purpose of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xi) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to Closing; (xii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Companies; (xiv) permit the Companies to enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt a plan of complete or partial liquidation, dissolution, restructuring or other material reorganization of any of the Companies; (xv) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies not to compete with any business; (xxii) enter into any Contract that is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree to do anything prohibited by this Section 7.3.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (Iw) as set forth on Schedule 7.36.2(a), (IIx) as required by applicable Law, (IIIy) as otherwise permitted or specifically contemplated by this Agreement Agreement, any of the Seller Documents or the Company Documents, or (IVz) with the prior written consent of Purchaser Buyer (which provided, that Buyer shall respond (i.e., consent shall not be unreasonably withheld, delayed or conditionedwithhold its consent) as soon as reasonably practicable but in no event later than five (5) Business Days of any receipt of any written request therefor delivered to Buyer in accordance with Section 8.9), the Selling Stockholder Company shall, and shall cause the Companies to use commercially reasonable efforts its Subsidiaries to: (i) conduct the respective businesses of the Companies Company and the Subsidiaries in the Ordinary Course of Business or otherwise Business, including making capital expenditures in amounts and in a timely manner permissible under this Agreement, including this Section 7.3; andconsistent with past practices; (ii) use its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the CompaniesCompany and its Subsidiaries, and their (B) preserve the present relationships with the customers and suppliers of the Companies;Company and its Subsidiaries; and (iii) it being agreedin the event that, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities the Knowledge of the Selling Stockholder Company, the Company or its Subsidiaries is or becomes in violation of any anti-corruption or anti-money laundering Laws, or any of European Union and U.S. export control Laws or custom Laws, in each case, applicable by the Company or its direct or indirect subsidiaries (other than Subsidiaries, the Companies) Company shall not constitute a breach or promptly cause such violation of this Agreementto be remedied. (b) Prior to the Closing, except Other than (Iv) as set forth on Schedule 7.3(b6.2(b), (IIw) as required by applicable Law, (IIIx) as otherwise permitted or specifically contemplated by this Agreement Agreement, any of the Seller Documents or the Company Documents, (y) in the Ordinary Course of Business, or (IVz) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned and delayed, in the case of Section 6.2(b)(vi)) (provided, that Buyer shall be deemed given if Purchaser does not respond to (i.e., consent or withhold its consent) as soon as reasonably practicable but in no event later than five (5) Business Days of any receipt of any written request of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request therefor delivered to Purchaser Buyer in accordance with Section 10.68.9), the Selling Stockholder Company shall cause the Companies not, and shall not permit its Subsidiaries to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of Theatre Direct (other than cash dividends or other distributions paid to the Selling Stockholder consistent with past practice) or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companies; (ii) transfer, issue, sell sell, purchase, redeem, retire or dispose of grant any shares of capital stock or other securities equity interests of the Companies Company or any of its Subsidiaries or grant any options, warrants, calls or other rights to purchase or otherwise acquire shares equity interests of the Company or any of its Subsidiaries; (ii) reclassify, combine, split, subdivide or amend the terms of any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the Companiesits capital stock; (iii) effect amend in any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend material respect the certificate of incorporation or by-laws incorporation, bylaws or comparable organizational documents of the CompaniesCompany or any of its Subsidiaries or amend in any material respect or enter into (other than with respect to new hires permitted hereunder) any indemnification agreement or arrangement with any present or former director or officer of the Company or any of its Subsidiaries; (viv) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as specifically required by Law, a Contract listed on Schedule 5.14 under applicable Law or the terms of any Seller Benefit Plan existing CBA or Company Benefit Plan (A) in effect on the date of this Agreement, materially increase the annual level amount of any bonus, salary or other compensation payable or to become payable by the Companies to any of their respective directors officer or employees by more than $5,000 per yeardirector, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director employee, independent contractor or executive officer of the Companies which is payable after the Closingdirector, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any Company Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans or create any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition competition, indemnification or similar agreement (or materially amend any such agreement) to which with any member of the Companies is a party Global Lead Team or involving a director or executive officer any director-level employee; provided, however, that for the avoidance of any doubt, the Company shall be able to make annual bonus payments and annual salary increases in the Ordinary Course of the CompaniesBusiness; (ixv) subject (x) adopt or create any new Company Benefit Plan or increase the coverage, payments to or benefits under any Lienexisting Company Benefit Plan, except as specifically required under applicable Law or the terms of any existing CBA or Company Benefit Plan in effect on the date of this Agreement; or (y) terminate the employment of any salaried employee exercising management responsibilities for the Company or any of the properties or assets its Subsidiaries having annual salary in excess of $200,000 (whether tangible or intangible) of the Companies, except if for Permitted Exceptionscause); (xvi) adopt, enter into or materially modify or amend any CBA; (vii) enter into any commitment for capital expenditures of the Company or any of its Subsidiaries that will not be complete prior to the Closing in excess of the aggregate amount set forth in the budget of the Company and its Subsidiaries for such portion of the applicable fiscal year; (viii) without duplication of subsection (vii), acquire any material properties (by lease, purchase or otherwise) or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Companies (except acquisitions Company and its Subsidiaries with a value in excess of $1,000,000 individually, or dispositions of properties $5,000,000 in the aggregate; provided, however, that the Company may sell, transfer and convey the UK Land in an “as is, where is” transaction in which the Company has no future obligations or assets which are not material liabilities relating to the CompaniesUK Land; (ix) change its present accounting methods or principles in any material respect, except as required by GAAP; (x) other than with respect to any items listed on Schedule 4.8, (Av) make, revoke or change any Tax election, (w) settle or compromise any Tax claim or Liability, (x) change any method of accounting or annual accounting period for Tax purposes, (y) file or surrender any claim for a refund of an amount of Taxes or (z) waive or extend the statute of limitations in respect of any Tax (other than pursuant to an existing Contract extensions of time to file Tax Returns obtained in the Ordinary Course of Business); (xi) incur any Indebtedness in excess of $5,000,000; provided, that, for fair consideration the avoidance of doubt, borrowings under the Credit Facilities shall not require the consent of Buyer; (xii) create or (B) permit the creation of any Lien, except Permitted Exceptions or such other Liens as may arise in the Ordinary Course of Business or (C) for the purpose by operation of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practiceapplicable Law; (xixiii) other than in permit the Ordinary Course of Business, cancel Company to settle or compromise any material debt pending or threatened Legal Proceeding or claim or waive pay, discharge or release satisfy or agree to pay, discharge or satisfy any material right Liability in connection with any pending or threatened Legal Proceeding that would be a Liability of the Companies; it being agreed for purposes Company after the Closing, other than the settlement, compromise, payment, discharge or satisfaction of clarity that this Section 7.3 does not prohibit intercompany transfers Legal Proceedings and Liabilities (A) covered by existing insurance policies or indemnities, (B) involving no consideration other than (i) the payment of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to Closing; (xii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) the payment of cash following Closing in an amount not to replace equipment and assets in the Ordinary Course of Business; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Companiesexceed $200,000; (xiv) cancel any material debts owed to, or waive any material claims or rights of, the Company and its Subsidiaries; (xv) permit the Companies Company’s insurance policies listed on Schedule 4.20 or comparable insurance coverage applicable to the Company to lapse; (xvi) permit the Company or any of its Subsidiaries to enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt a plan of complete or partial liquidation, dissolution, restructuring corporation or other material reorganization entity, or acquire the securities of any of other Person, except, in each case for transactions between the Companies; (xv) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to Company and/or any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated Subsidiaries; or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after terminate, or materially modify or amend, any Company Contract. (c) Notwithstanding anything contained in this Agreement to the contrary, the Company and its Subsidiaries shall be permitted to maintain through the Closing Date the cash management systems of the Company and its Subsidiaries, maintain the cash management procedures as currently conducted by the Company and its Subsidiaries, and periodically settle intercompany balances consistent with past practices (including through dividends and capital contributions and all such intercompany balances shall be settled at the Closing in accordance with their terms). The Company and its Subsidiaries are allowed to dividend all Cash and Cash Equivalents of the Company and its Subsidiaries to Seller immediately prior to the Adjustment Time. (d) Between the date hereof enter into any Contract relating and the Closing Date, all Tax Returns shall be prepared and all Taxes shall be paid consistent with past practices and on a timely basis, to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies not to compete extent such past practices comply with any business; (xxii) enter into any Contract that is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree to do anything prohibited by this Section 7.3applicable Law.

Conduct of the Business Pending the Closing. (a) Prior to the ClosingClosing or earlier termination of this Agreement, except except: (I) as set forth on Schedule 7.3, (IIi) as required by applicable Law, ; (IIIii) as otherwise permitted or contemplated by this Agreement or Agreement; (IViii) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned); or (iv) as set forth on Schedule 6.2, the Selling Stockholder Company shall, and shall cause the Companies to use commercially reasonable efforts Subsidiaries to: (i) , conduct the respective businesses of the Companies Company and the Subsidiaries only in the Ordinary Course of Business or otherwise in a manner permissible under this Agreement, including this Section 7.3; and (ii) preserve the business operations, organization and goodwill of the Companies, and their relationships with customers and suppliers of the Companies; (iii) it being agreed, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities of the Selling Stockholder or any of its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation of this AgreementBusiness. (b) Prior to the ClosingClosing or earlier termination of this Agreement, except except: (I) as set forth on Schedule 7.3(b), (IIi) as required by applicable Law, ; (IIIii) as otherwise permitted or contemplated by this Agreement or Agreement; (IViii) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if Purchaser does not respond to any written request of a Company conditioned); or the Selling Stockholder within two (2iv) Business Days after delivery of such request to Purchaser in accordance with Section 10.6)as set forth on Schedule 6.2, the Selling Stockholder Company shall not, and shall cause the Companies Subsidiaries not to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of Theatre Direct (other than cash dividends or other distributions paid to the Selling Stockholder consistent with past practice) or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companies; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Companies Company or any of the Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the CompaniesCompany or any of the Subsidiaries, except for the exercise of Options or, in the Ordinary Course of Business, the grant of options under the Option Plan; (iiiii) effect any recapitalization, reclassification or like change in the capitalization of the CompaniesCompany or any of the Subsidiaries or pay any dividends; (iii) amend the Certificate of Incorporation, the Bylaws, or comparable organizational documents of any of the Subsidiaries; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companies; (v) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than in the Ordinary Course of Business or as required by LawLaw or Contract, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (A) increase the annual level of compensation payable of any director or to become payable by employee of the Companies to Company or any of their respective directors or employees by more than $5,000 per yearthe Subsidiaries, (B) grant any unusual or extraordinary bonus, benefit bonus or other direct or indirect compensation to any director or executive officer of the Companies which is payable after the Closingemployee, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, materially increase the coverage or benefits available under any Company Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans or create any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or materially amend any such agreement) to which any of the Companies is a party or involving a director or executive officer of any of the Companies; (ixv) subject to any Lien, any of the properties or assets (whether tangible or intangible) of the CompaniesCompany or any of the Subsidiaries to any material Lien, except for Permitted Exceptions; (xvi) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Companies Company and the Subsidiaries, taken as a whole, (except acquisitions or dispositions of properties or assets which are not material to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) in the Ordinary Course of Business or (C) for the purpose of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xivii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of owing to the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to ClosingCompany; (xiiviii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in Company and the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies Subsidiaries in excess of $100,000 for any individual commitment and $500,000 for all commitments in the aggregate aggregate; (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (iix) in order to make emergency repairs, or (ii) to replace equipment and assets other than in the Ordinary Course of Business; (xiii) , enter into, modify or terminate any labor or collective bargaining agreement of the CompaniesCompany or any of the Subsidiaries; (xivx) permit the Companies Company or any of the Subsidiaries to enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt (other than a plan of complete or partial liquidation, dissolution, restructuring or other material reorganization merger of any wholly-owned Subsidiary of the CompaniesCompany into the Company or one of the Company’s Subsidiaries); (xvxi) make or rescind any material election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to a material amount of Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy purposes from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies not to compete with any business; (xxii) enter into any Contract that is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiiixii) agree to do anything prohibited by this Section 7.36.2(a). (c) Notwithstanding the foregoing, during the period from the date hereof until the Effective Time, the Company and the Subsidiaries shall be permitted to utilize any and all available Cash (i) to pay Company Transaction Expenses; and (ii) to repay outstanding Debt (including amounts owing under the Management Agreement).

Conduct of the Business Pending the Closing. (a) Prior to the Closing, subject to any obligations as debtors-in-possession under the Bankruptcy Code (in the case of the Purchased Assets) and except (I1) as set forth on Schedule 7.38.2(a) of Sellers Disclosure Schedule, (II2) as required by applicable Law, (III3) as otherwise permitted or expressly contemplated by this Agreement or (IV4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldPurchaser, delayed or conditioned)Sellers shall, the Selling Stockholder and shall cause the Companies to use commercially reasonable efforts each of their respective Subsidiaries to: (i) conduct the respective businesses of the Companies Business in the Ordinary Course and preserve and maintain the Purchased Assets in the condition in which they were existing as of Business or otherwise in a manner permissible under this Agreementthe date hereof, including this Section 7.3normal wear and tear excepted; and (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Companies, Business and their (B) preserve the present relationships with customers customers, suppliers, partners, employees, lessors, licensors, licensees, distributors and suppliers of the Companies;other non-Affiliated Person with which Sellers or their respective Subsidiaries has significant business relationships. (iii) it being agreed, however, that subject Subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities obligations as debtors-in-possession under the Bankruptcy Code (in the case of the Selling Stockholder or any of its direct or indirect subsidiaries (other than the CompaniesPurchased Assets) shall not constitute a breach or violation of this Agreement. (b) Prior to the Closing, and except (I1) as set forth on Schedule 7.3(b)8.2(iii) of the Seller Disclosure Schedule, (II2) as required by applicable Law, (III3) as otherwise permitted or contemplated by this Agreement or (IV4) with the prior written consent of Purchaser (which consent Purchaser, Sellers shall not be unreasonably withheldnot, delayed or conditioned and shall be deemed given if Purchaser does not respond to any written request cause each of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser in accordance with Section 10.6), the Selling Stockholder shall cause the Companies their respective Subsidiaries not to: (A) (i) declare, set aside, make aside or pay any dividend dividends on, or make any other distribution distributions (whether in cash, stock or property), in respect of, any of the its capital stock, other than dividends or distributions by a direct or indirect wholly-owned Subsidiary of Parent to its parent, (ii) split, combine or reclassify any of its capital stock or amend the terms of Theatre Direct any outstanding securities or (other than cash dividends or other distributions paid to the Selling Stockholder consistent with past practiceiii) or repurchasepurchase, redeem or otherwise acquire any outstanding shares of the its capital stock or any other securities; (B) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or securities or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (C) amend its Articles of Incorporation or Bylaws or other comparable charter or organizational documents; (D) acquire or agree to acquire by merging or consolidating with, or by purchasing assets of, or by any other ownership interests inmanner, any Person or division, business or equity interest of any Person except for purchases of assets in the Companiesordinary course of business which do not constitute the purchase of a Person’s business; (iiE) transferexcept in the ordinary course of business, issuesell, sell or dispose of any shares of capital stock or other securities of the Companies or grant optionslease, warrantslicense, calls or other rights to purchase mortgage or otherwise acquire shares of the capital stock encumber or other securities of the Companies; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companies; (v) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as required by Law, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (A) increase the annual level of compensation payable or to become payable by the Companies to any of their respective directors or employees by more than $5,000 per year, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director or executive officer of the Companies which is payable after the Closing, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any Company Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans or create any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or materially amend any such agreement) to which any of the Companies is a party or involving a director or executive officer of any of the Companies; (ix) subject to any Lien, any of the properties or assets (whether tangible or intangible) of the Companies, except for Permitted Exceptions; (x) acquire any material properties or assets or sell, assign, license, transfer, convey, lease Lien or otherwise dispose of any of the its properties or assets of the Companies (except acquisitions or dispositions of properties or assets which are not material to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) in the Ordinary Course of Business or (C) for the purpose of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xiF) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to Closing; (xii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Companies; (xiv) permit the Companies to enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt a plan of complete or partial liquidation, dissolution, restructuring or other material reorganization of any of the Companies; (xv) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed moneymoney (other than to Purchaser or any Affiliate thereof) or guarantee any such Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any guarantees “keep well” or other agreement to maintain any financial statement condition of Indebtedness another Person, pay any fees under existing credit facilities or enter into any arrangement having the economic effect of other Persons (other than one any of the Companiesforegoing or (ii) or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business or to or in any direct or indirect wholly-owned Subsidiary of Parent (or any Foreign Subsidiary with nominal non Company ownership); (xxiG) make or agree to make any new capital expenditure (including leases) or except as consented to by a Purchaser’s Representative, enter into any agreement or agreements providing for payments which are in excess of $75,000 individually or $150,000 in the aggregate; (i) except as consented to by a Purchaser’s Representative, pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $75,000 individually and $150,000 in the aggregate, or (ii) cancel any Indebtedness in excess of $75,000 individually and $150,000 in the aggregate, other than in the ordinary course of business; (I) except as consented to by a Purchaser’s Representative, modify, amend or terminate any Material Contract to which Parent or any of its Subsidiaries is a party; (J) enter into any Contract that obligates would be a Material Contract, other than pursuant to any such contracts, agreements, arrangements or understandings currently in place (that have been disclosed in writing to Purchaser prior to the Companies not to compete date hereof) in accordance with any businesstheir terms as of the date hereof; (xxiiK) except as otherwise set forth in this Agreement, as required to comply with applicable Legal Provisions or contractual commitments existing as of the date hereof (i) adopt, enter into, terminate or amend (A) any collective bargaining agreement or Benefit Plan or (B) any other agreement, plan or policy involving Parent or its Subsidiaries, and one or more of its current or former directors, officers, or other employees, (ii) increase in any manner the compensation, bonus or fringe or other benefits of, or pay any bonus to, any current or former officer, director or employee, (iii) pay any benefit or amount not required under any Benefit Plan, (iv) increase in any manner the severance or termination pay of any current or former director, officer or other executive employee, (v) enter into or amend any employment, deferred compensation, consulting, severance, termination, retention, change in control or indemnification agreement, arrangement or understanding with any current or former officer, director, employee or consultant, (vi) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Benefit Plan (including the grant of stock options, stock appreciation rights, performance units, restricted stock, “phantom” stock or other stock related awards), or remove any existing restrictions in any Benefit Plans or agreements or awards made thereunder, (vii) amend or modify any stock option plan, (viii) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, Contract or arrangement or Benefit Plan, or (ix) take any action to accelerate the vesting of payment of any compensation or benefit under any Benefit Plan; (L) except as required by GAAP, make any change in accounting methods, principles or practices; (M) transfer or license to any Person or otherwise extend, amend or modify any rights to the Intellectual Property rights of Parent and its Subsidiaries, other than in the ordinary course of business or pursuant to any contracts, agreements, arrangements or understandings currently in place (that have been disclosed in writing to Purchaser prior to the date of this Agreement); (N) enter into any Contract that is Hedging Agreement, unless consented to by a joint venture or partnership contract or a limited liability company operating agreement; orPurchaser’s Representative; (xxiiiO) take any action that would reasonably be expected to prevent, impair or materially delay the ability of the Parties to consummate the transactions contemplated by this Agreement; (P) (i) change any material tax election; (ii) change any annual tax accounting period or method of tax accounting in any material respect; (iii) file any amended Tax Return; (iv) enter into any closing agreement relating to any material Tax; (v) settle any material Tax claim or assessment or (vi) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (Q) make additions to or deletions from the current product line or (ii) set pricing policies for the 2007 product line, unless consented to by a Purchaser’s Representative; ® file a motion or otherwise seek, to convert to a case under Chapter 7 of the Bankruptcy Code, to dismiss the Bankruptcy Case or for the appointment of a trustee, examiner with expanded powers or other responsible officer or Person for any Seller or any of its Subsidiaries; or (S) agree to do anything prohibited by this Section 7.38.2. (b) Sellers shall be deemed not to have breached Sections 8.2(a)(i) and (ii) if such action or inaction otherwise constituting a breach of Sections 8.2(a)(i) or (ii) is solely and exclusively the result of the DIP Lender’s breach of its obligations to fund when due all or any portion of the DIP Note in accordance with the DIP Financing Agreement.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except Except (I) as set forth on Schedule 7.3, (IIi) as required by applicable Law, (IIIii) as otherwise permitted or expressly contemplated by this Agreement Agreement, (iii) as provided in the Disclosure Statement or Plan, or (IViv) with the prior written consent of Purchaser the Persons listed on Schedule 7.2(a)(iv) (which consent shall not be unreasonably withhelddelayed, delayed withheld or conditioned), during the Selling Stockholder period from the date of this Agreement to the Closing, the Debtors shall and shall cause the Companies to use commercially reasonable efforts each of their respective Subsidiaries to: (iA) continue to conduct the respective businesses of the Companies Business only in the Ordinary Course of Business or otherwise in a manner permissible under this Agreement, including this Section 7.3Business; and (iiB) use their commercially reasonable efforts to preserve the present business operations, organization and goodwill of the Companies, and their relationships with customers and suppliers of the Companies; (iii) it being agreed, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities of the Selling Stockholder or any of its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation of this AgreementBusiness. (b) Prior to the Closing, except Except (Ii) as set forth on Schedule 7.3(b7.2(b), (IIii) as required by applicable Law, (IIIiii) as otherwise permitted or expressly contemplated by this Agreement Agreement, (iv) as provided in the Disclosure Statement or Plan, or (IVv) with the prior written consent of Purchaser Persons listed on Schedule 7.2(a)(iv) (which consent shall not be unreasonably withhelddelayed, delayed withheld or conditioned conditioned), during the period from the date of this Agreement to the Closing, each of the Debtors shall not and shall be deemed given if Purchaser does not respond to any written request cause each of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser in accordance with Section 10.6), the Selling Stockholder shall cause the Companies their respective Subsidiaries not to: (A) (i) declarewith respect to employees who are officers holding a position of Senior Vice President or higher and, set asideas applicable, make or pay any dividend or other distribution in respect of the capital stock of Theatre Direct directors, (other than cash dividends or other distributions paid to the Selling Stockholder consistent with past practice) or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companies; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Companies; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companies; (v) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as required by Law, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (AX) increase the any such Person’s base salary, annual level of compensation payable severance payments or to become payable by the Companies to any of their respective directors or employees by more than $5,000 per yearemployee benefits, (BY) grant to such Person any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director or executive officer of the Companies which is payable after the Closingcompensation, (C) except except, in each case, as required by the terms of any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any Company Employee Benefit Plan which would apply after or any Contract listed on Schedule 7.2(b)(A)(i), or in connection with the Closing and which would increase the overall costs payment of such Company Benefit Plans or create any bonusrelocation reimbursements, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (DZ) enter into any employment, deferred compensation, severance, consultingbonus, non-competition retention, equity award or similar agreement Contract (or materially amend any such agreementContract), except as permitted under Section 7.2(a)(B) or as required by applicable Law from time to which any of time in effect or as required by the Companies is a party or involving a director or executive officer terms of any of the Companies; (ix) subject to any Lien, any of the properties Employee Benefit Plans or assets (whether tangible or intangible) of the Companies, except for Permitted Exceptions; (x) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the properties or assets of the Companies (except acquisitions or dispositions of properties or assets which are not material to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) in the Ordinary Course of Business or (C) for the purpose of disposing of obsolete or worthless assetsContracts listed on Schedule 7.2(b)(A)(i); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xi) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to Closing; (xii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Companies; (xiv) permit the Companies to enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt a plan of complete or partial liquidation, dissolution, restructuring or other material reorganization of any of the Companies; (xv) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies not to compete with any business; (xxii) enter into any Contract that is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree to do anything prohibited by this Section 7.3.,

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (I1) as set forth on Schedule 7.3, 8.2(a); (II2) as required by applicable Law, Law or by Order of the Bankruptcy Court; (III3) as otherwise permitted or expressly contemplated by this Agreement Agreement; or (IV4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Representative, the Selling Stockholder Company shall, and shall cause the Companies to use commercially reasonable efforts each of its Subsidiaries to: (i) conduct the respective businesses of the Companies Business only in the Ordinary Course of Business Business; provided, however, that the Company may not take any of the actions set forth in Section 8.2(b) without the prior written consent of Purchaser Representative or otherwise as required by applicable Law or by Order of the Bankruptcy Court, regardless of whether such action is in a manner permissible the Ordinary Course of Business, except as set forth on Schedule 8.2(b); (ii) observe and comply in all material respects with all requirements under this Agreementapplicable Laws, including this Section 7.3the Exchange Act and continue to satisfy all reporting obligations under the Exchange Act; and (iiiii) use its commercially reasonable efforts to preserve the present (A) business operations, organization and goodwill of the CompaniesBusiness, and their (B) relationships with employees, customers and suppliers of the Companies; (iii) it being agreed, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities of the Selling Stockholder or any of Company and its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation of this AgreementSubsidiaries. (b) Prior to the Closing, except Except (I1) as set forth on Schedule 7.3(b8.2(b)(1) (solely with respect to the column labeled “Already Committed/Approved to Spend”), Schedule 8.2(b)(2) or Schedule 8.2(b)(3) (IIsolely in the Ordinary Course of Business and, to the extent an amount is set forth on any applicable portion of such Schedule with respect to any item, up to such amount); (2) as required by applicable LawLaw (provided, that any Law or Order of the Bankruptcy Court that permits but does not require the Company or any of its Subsidiaries to make a payment shall not be deemed to be required to be paid); (III3) as otherwise permitted or expressly contemplated by this Agreement (other than in Section 8.2(a)); or (IV4) with the prior written consent of Purchaser (which consent Representative, the Company shall not, and shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if Purchaser does not respond to any written request of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser in accordance with Section 10.6), the Selling Stockholder shall cause the Companies not permit its Subsidiaries to: (i1) declaremake any individual payment or expenditure or series of related payments or expenditures, set asideincluding pursuant to a Contract pursuant to which the total amount required to be paid by the Company or one or more of its Subsidiaries on one or more dates, make or pay incur any dividend Liability or other distribution in respect Indebtedness under any existing Contract of the capital stock Company or any of Theatre Direct its Subsidiaries in an amount in excess of One Hundred Thousand Dollars ($100,000), provided that the Company shall not be permitted to make any payment even if less than the amount set forth above if such payment is of the type that is set forth on Schedule 8.2(b)(1)(capital expenditure schedule) or 8.2(b)(2)(employee hires) (other than cash dividends or other distributions paid to payment of normal salary on the Selling Stockholder consistent with past practiceregularly scheduled payroll dates in the Ordinary Course of Business) or repurchase, redeem (2) make any new agreement or otherwise acquire enter into any outstanding shares new Contract requiring any payment or expenditure or incur any Liability or Indebtedness on behalf of the Company or any of its Subsidiaries in an amount in excess of Twenty-Five Thousand Dollars ($25,000), provided that the Company shall not enter into any new Contract with respect to a capital stock expenditure or other securities of, hiring of any employee regardless of the amount of such Contract or other ownership interests in, the Companiesagreement; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Companies; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companies; (v) hire employees whose annual compensation equals or exceeds $100,000 per year, except for any hiring to replace the loss or departure of any existing employees if made on substantially similar terms; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as required by Law, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (A) increase the annual level of compensation payable or to become payable by the Companies to of any of their respective directors or employees by more than $5,000 per yearEmployee, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect additional compensation to any director or executive officer of the Companies which is payable after the ClosingEmployee, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any Company Employee Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans or create any bonusPlan, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition severance or similar agreement (or materially amend any such agreement) to which the Company or any of the Companies its Subsidiaries is a party with an Employee of the Company or involving a director or executive officer of any of its Subsidiaries whether express or implied; (E) take any action to accelerate the Companiesvesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Employee Benefit Plan, to the extent not already provided in any such Employee Benefit Plan, (F) change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (G) forgive any loans to directors, officers or employees of the Company or any of its Subsidiaries or (H) hire any new Employee; (ix) subject to any Lien, any of the properties or assets (whether tangible or intangible) of the Companies, except for Permitted Exceptions; (xiii) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the properties or material assets of the Companies (except acquisitions or dispositions of properties or assets which are not material to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) in the Ordinary Course of Business or (C) for the purpose of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xi) other than in the Ordinary Course of Business, ); (iv) cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes Company or any of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to ClosingSubsidiaries; (xii) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xiiiv) enter into, modify or terminate any labor or collective bargaining agreement of the Companiesagreement; (xivvi) permit repurchase, redeem or otherwise acquire, or grant any rights or enter into any Contracts or commitments to repurchase, redeem or acquire, any outstanding shares of capital stock or other securities of, or other ownership interests in, the Companies Company or any of its Subsidiaries, or declare, set aside, make or pay any dividend or other distribution with respect to its capital stock or other securities or ownership interests; (vii) issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or grant options, warrants, calls or other rights to purchase shares of capital stock or other securities of the Company or any of its Subsidiaries, except as expressly contemplated herein or in the Plan; (viii) amend the certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries, except as expressly contemplated herein or in the Plan; (ix) effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries; (x) enter into or agree to enter into any merger or consolidation with any Person or to adopt or agree to adopt a plan of complete or partial liquidation, dissolution, restructuring corporation or other material reorganization entity or invest in, make a loan, advance other than in the Ordinary Course of Business or capital contribution to, or otherwise acquire the securities of any of the Companiesother Person; (xvxi) make fail to use commercially reasonable efforts to maintain present insurance policies or other comparable insurance benefiting the assets of the Company or any of its Subsidiaries and the conduct of their respective Businesses; (xii) (A) make, change or rescind any material election relating to Taxes, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as required by applicable law or GAAP, (C) make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy purposes from those employed in the preparation of its most recent Tax ReturnReturns, (D) enter into any agreement to share or pay any Taxes of another Person (other than to customers, clients, or vendors in the Ordinary Course of Business), or (E) agree to an extension or waiver of the statute of limitations applicable to the assessment or collection of any material Taxes (other than pursuant to an extension of time to file a Tax return obtained in the Ordinary Course of Business); (xvixiii) create, incur or subject any of its assets to any Lien, except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangementPermitted Exceptions; (xviixiv) within 75 days after the date hereof except as set forth on Schedule 8.2(b)(xiv), enter into into, amend, supplement, waive, modify, terminate, or cancel (A) any Material Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or in any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairsmaterial respect, or (iiB) to replace equipment and assets any Contract that is not a Material Contract, other than in the Ordinary Course of Business; (xv) designate any executory contract or unexpired lease for rejection; (xvi) make any material change to any of its methods of accounting; (xvii) permit any material Intellectual Property that is subject to a registration or an application for registration (unless the Company has made a reasonable determination that such Intellectual Property has no value or has nominal value) to lapse, be abandoned or canceled, expire or terminate, or fail to make any payments with respect thereto when due; provided, however, that neither the expiration of a patent on its scheduled expiration date nor the abandonment of an application for registration of a trademark in connection with a third party opposition proceeding, which the applicant, in its reasonable business judgment, has determined it would be unlikely to prevail, shall be deemed a breach of the foregoing; (xviii) after 75 days after the date hereof enter into, create, incur or assume any obligations, or enter into any Contract relating to agreement, in any case with any Affiliates of the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business;Company; or (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on Contract, arrangement or understanding, or agree, in writing or otherwise, to take any of the date hereof would be a “Material Contract” (other than contracts actions described in this Section 5.14(vii) 8.2 or (viii)), (B) terminate, amend, supplement any action that would make any of the representations or modify warranties of the Company in this Agreement untrue or incorrect in any material respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights prevent the Company from performing or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on cause the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies Company not to compete with any business; (xxii) enter into any Contract that perform their covenants hereunder or under the Transaction documents to which it is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree to do anything prohibited by this Section 7.3party.

Conduct of the Business Pending the Closing. (a) Prior Seller and the Company covenant and agree that, from the date of this Agreement until the earlier of (a) the Closing or (b) termination of this Agreement in accordance with its terms, except as contemplated or permitted by this Agreement or required by applicable Laws or any Governmental Authority or with the prior written approval of Purchaser, Seller shall (as it relates to the ClosingCompany) and the Company shall (and shall cause each Company Subsidiary to), (i) conduct its business in the ordinary course, consistent with past practice and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Company and each Company Subsidiary and to preserve business organizations of the Company and each of Company Subsidiary intact and to maintain existing relations and goodwill with customers, suppliers, contractors, licensors, licensees, partners and other persons with whom the Company or any Company Subsidiary has material business relations. (b) From the date of this Agreement until the earlier of (1) the Closing or (2) termination of this Agreement in accordance with its terms, except (Iw) as set forth on Schedule 7.3otherwise expressly required by this Agreement, (IIx) with the prior written approval of Purchaser, (y) as required by applicable Law, Law or any Governmental Authority or (IIIz) as otherwise permitted or contemplated by this Agreement or (IV) with set forth in Section 6.1 of the prior written consent of Purchaser (which consent Disclosure Schedule, Seller shall not be unreasonably withheld, delayed or conditioned(as it relates to the Company) and the Company will not (and will not permit any Company Subsidiary to), the Selling Stockholder shall cause the Companies to use commercially reasonable efforts todirectly or indirectly: (i) conduct amend or otherwise change the respective businesses Certificate of Incorporation, Bylaws or equivalent organizational documents of the Companies in the Ordinary Course of Business Company or otherwise in a manner permissible under this Agreement, including this Section 7.3; andany Company Subsidiary; (ii) preserve issue, sell, pledge, dispose of, grant or encumber or make subject to a Lien (other than a Permitted Lien), or authorize the business operationsissuance, organization and goodwill sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock of the Companies, and their relationships with customers and suppliers Company or any of the CompaniesCompany Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of the Company or any of the Company Subsidiaries; (iii) it being agreedtransfer, howeverlease, that sell, pledge, license, dispose of, abandon, allow to lapse, subject to Schedule 7.3(a)(iii), a Lien (other than a Permitted Lien) or otherwise encumber any transaction consummated or proposed providing for a third party to acquire any material assets or securities properties of the Selling Stockholder Company or any of its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation Company Subsidiaries, except the license of this Agreement.Company Products in the ordinary course of business; (b) Prior to the Closing, except (I) as set forth on Schedule 7.3(b), (II) as required by applicable Law, (III) as otherwise permitted or contemplated by this Agreement or (IV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if Purchaser does not respond to any written request of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser in accordance with Section 10.6), the Selling Stockholder shall cause the Companies not to: (iiv) declare, set aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise, with respect to any of the Company’s or any Company Subsidiary’s capital stock of Theatre Direct (other than cash dividends or other distributions paid made by a Company Subsidiary to the Selling Stockholder consistent with past practice) Company or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companies; (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Companies; (iii) effect any recapitalization, reclassification or like change in the capitalization of the Companies; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Companiesanother Company Subsidiary); (v) hire employees whose annual compensation equals reclassify, combine, split, subdivide or exceeds $100,000 per yearredeem, except for or purchase or otherwise acquire, directly or indirectly, any hiring to replace of the loss Company’s or departure of any existing employees if made on substantially similar termsCompany Subsidiary’s capital stock; (vi) (A) acquire, directly or indirectly (including by merger, consolidation, or acquisition of stock or assets or any other business combination) in one transaction or any series of related transactions, any corporation, partnership, other business organization or any division thereof or any other business, or any equity interest in any person; (B) incur any Debt; (C) make any loans, advances or capital contributions, except for employee loans or advances for expenses and extended payment terms for customers, in each case subject to applicable Law and only in the ordinary course of business; (D) make or direct to be made any capital investments or equity investments in any entity, other than investments in any wholly-owned Company Subsidiary; or (E) enter into or amend any employee retention bonus plan which could have payments due after the ClosingContract with respect to any matter set forth in this Section 6.1(b)(vi); (vii) enter into any agreement with employeesmake, authorize, or agree to make any payment commitment with respect to employeesany capital expenditure that (A) has not been set forth in the Company’s or the Company Subsidiaries’ annual budget, which would be triggered by and (B) is collectively, in the consummation aggregate for the Company and the Company Subsidiaries taken as a whole, in excess of the Transactions and would be payable after the Closing$500,000 during any three (3)-month period; (viii) other than as required by Lawmake or change any material Tax election, adopt or change any accounting period or any material accounting method with respect to Taxes, file any amended material Tax Return, enter into any closing agreement with respect to material Taxes, settle any material Tax claim or assessment relating to the Company or any of the Company Subsidiaries, surrender any right to claim a Contract listed on Schedule 5.14 material refund of Taxes, consent to any extension or waiver of the terms limitation period applicable to any material Tax claim or assessment relating to the Company or any of the Company Subsidiaries, destroy or dispose of any books and records with respect to Tax matters relating to periods beginning before the Closing and for which the statute of limitations is still open or under which a record retention agreement is in place with a Governmental Authority; (ix) commence any material Action or settle any material claim, arbitration or other Action that would (x) materially affect the operations of the Company or any Company Subsidiary or (y) result in the Company or any Company Subsidiary being subject to any equitable relief or admission of wrongdoing; provided that Seller Benefit Plan may enter into settlements without admitting liability or wrongdoing, and involving only money damages for which Seller (and not the Company Benefit Plan or any Company Subsidiary) is solely responsible); (x) (A) increase the annual level of compensation payable or to become payable by the Companies to terminate any of their respective directors or employees by more than $5,000 per yearMaterial Company Contract, (B) grant enter into a new Contract that would be a Material Company Contract if entered into prior to the date hereof, in each case other than in the ordinary course of business consistent with past practice or (C) modify in any unusual material respect any payment terms with any customers or extraordinary bonus, benefit or other direct or indirect compensation suppliers pursuant to any director or executive officer of the Companies which is payable after the Closing, Material Company Contract; (Cxi) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, increase the coverage or benefits available under any a Company Benefit Plan which would apply after (as in effect on the Closing and which would increase date hereof) or applicable law: (A) modify any compensation or benefits provided to any of the overall costs of such Company Benefit Plans or create any bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, pension, retirement or other employee benefit plan or arrangement or Continuing Employees; (DB) enter into any employment, deferred compensationchange of control, severanceseverance or retention agreement with any Continuing Employee; (C) establish, consultingadopt, non-competition enter into, terminate or amend any Company Benefit Plan or any employee plan, trust, fund, policy or arrangement for the benefit of any Continuing Employees or any of their beneficiaries; (D) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits payable or to be provided to any Continuing Employee under any Company Benefit Plan; or (E) enter into or amend any collective bargaining agreement or other agreement with a labor union, works council or similar agreement (or materially amend any such agreement) to which any of the Companies is a party or involving a director or executive officer of any of the Companiesorganization covering Continuing Employees; (ixA) subject to any Lienpromote, any of demote, or terminate the properties or assets (whether tangible or intangible) of the Companies, except for Permitted Exceptions; (x) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose employment of any of Continuing Employee (other than terminations for cause (as such term may be defined in the properties applicable employment agreement, services agreement or assets of the Companies (except acquisitions or dispositions of properties or assets which are not material to the CompaniesCompany Benefit Plan)), (A) pursuant to an existing Contract for fair consideration or (B) in assign or transfer the Ordinary Course employment of Business or any Continuing Employee out of the Company, (C) for the purpose of disposing of obsolete or worthless assets); it being agreed for purposes of clarity that this Section 7.3 take any action to cause any employee who does not prohibit intercompany transfers meet the definition of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xi) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to Closing; (xii) within 75 days after a Continuing Employee on the date hereof enter into of this Agreement to transfer employment to Purchaser or (D) take any commitment for capital expenditures action to prevent any employee who meets the definition of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after a Continuing Employee on the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior this Agreement from transferring employment to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of BusinessPurchaser; (xiii) enter intointo or amend any Contract pursuant to which any other party is granted, modify or terminate that otherwise subjects the Company or any labor Company Subsidiary or collective bargaining agreement Purchaser or any of its subsidiaries to, any non-competition or other exclusive rights of any type or scope that materially restrict the Company or any Company Subsidiary or, upon completion of the CompaniesShare Purchase or any other Transactions, Purchaser or any of its subsidiaries, from engaging or competing in any line of business or in any location; (xiv) permit enter into any Contracts (A) under which Company or any Company Subsidiary grants or agrees to grant to any Third Party any assignment, license, release, immunity or other right with respect to any Owned Company Intellectual Property other than pursuant to agreements substantially in the Companies form of the Company’s or the Company Subsidiaries’ standard agreements, (B) under which Company or any Company Subsidiary establishes with any Third Party a joint venture, strategic relationship, or partnership pursuant to which Company agrees to develop or create (whether jointly or individually) any material Intellectual Property, products or services; (C) that will cause or require (or purport to cause or require) the Purchaser (other than pursuant to Contracts to which the Purchaser or its affiliates are Parties) to (x) grant to any Third Party any license, covenant not to xxx, immunity or other right with respect to or under any of the Intellectual Property or Intellectual Property Rights of Purchaser or its affiliates; or (y) be obligated to pay any royalties or other amounts to any Third Party; (xv) enter into any material lease, material sublease or material license for real property or material operating lease of the Company or any of the Company Subsidiaries involving in excess of $1,000,000 per annum in the aggregate; (xvi) enter into or agree materially amend or otherwise modify any Contract or arrangement with persons that are affiliates or are executive officers or directors of the Company, except as otherwise permitted or required by this Agreement; (xvii) terminate, cancel, amend or modify any insurance coverage policy maintained by the Company or any of the Company Subsidiaries that is not simultaneously replaced by a comparable amount of insurance coverage; (xviii) fail to enter into make capital expenditures necessary to operate the business of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice (provided that for clarity, no acceleration of the ordinary capital expenditure cycle will be required pursuant to this clause (xviii)); (xix) make any merger material change in any of its present financial accounting methods and practices of the Company or consolidation with any Person the Company Subsidiaries other than changes as may be required to conform to GAAP or to adopt or agree to applicable Law; (xx) adopt a plan of complete or partial liquidation, dissolution, restructuring merger, consolidation, restructuring, recapitalization or other material reorganization of any of the Companies; (xv) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated or, except as required by any existing Company Benefit Plan, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viiithe Share Purchase)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into after the date hereof; (xx) incur any Indebtedness for borrowed money, enter into any guarantees of Indebtedness of other Persons (other than one of the Companies) or make any loans, advances or capital contributions to, or investments in, any other Person;; or (xxi) enter into any Contract that obligates the Companies not to compete with any business; (xxii) enter into any Contract that is otherwise make a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree legally binding commitment to do anything prohibited by this Section 7.3any of the foregoing.

Conduct of the Business Pending the Closing. (a) Prior to From the Closingdate of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, except (Ii) as set forth on Schedule 7.3Section 7.2(a) of the Seller Disclosure Schedule, (IIii) as required by applicable LawLaw (in which case, Seller will promptly notify Purchaser of any such condition), (IIIiii) as otherwise permitted or contemplated expressly provided by this Agreement Agreement, or (IViv) with the prior written consent of Purchaser (which consent shall may not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Selling Stockholder shall Seller will cause the Companies to use commercially reasonable efforts each Entity to: (iA) conduct the respective businesses of the Companies its business in the Ordinary Course of Business or otherwise in a manner permissible under this Agreement(as conducted since January 1, including this Section 7.32014); and (iiB) use its commercially reasonable efforts to preserve the its present business operations, organization and goodwill and maintain existing relations with Governmental Authorities, customers, suppliers and other persons with whom they have material commercial relationships and keep available the services of the Companiestheir present Employees and agents, and their relationships with customers and suppliers of the Companies; (iii) it being agreedin each case, however, that subject to Schedule 7.3(a)(iii), any transaction consummated or proposed providing for a third party to acquire any assets or securities of the Selling Stockholder or any of its direct or indirect subsidiaries (other than the Companies) shall not constitute a breach or violation of this Agreementin all material respects. (b) Prior to From the Closingdate of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, except (Ii) as set forth on Schedule 7.3(b)Section 7.2(b) of the Seller Disclosure Schedule, (IIii) as required by applicable LawLaw (in which case, Seller will promptly notify Purchaser of any such condition), (IIIiii) as otherwise permitted or contemplated expressly provided by this Agreement Agreement, or (IViv) with the prior written consent of Purchaser (which consent shall may not be unreasonably withheld, conditioned or delayed or conditioned and shall be deemed given if Purchaser does not respond with respect to any written request of a Company or the Selling Stockholder within two (2) Business Days after delivery of such request to Purchaser matters in accordance with Section 10.6clauses ‎(F), ‎(I), ‎(Q), ‎(R) or, to the Selling Stockholder shall cause extent related thereto, ‎(U) of this Section ‎7.2(b)), Seller will not permit any of the Companies not Entities (which will include for purposes of clause (S) of this Section 7.2(b) Company Parent) to: (iA) declare, set aside, make or pay any dividend or other distribution payable in cash, stock or property (or any combination thereof) in respect of the capital stock of Theatre Direct (other than cash dividends its shares or other distributions paid to the Selling Stockholder consistent with past practicesecurities (including repayment of future capital contribution rights (aportaciones para futuros aumentos de capital)) or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Companiesany Entity; (iiB) (1) split, combine, subdivide or reclassify its shares or other securities, (2) transfer, issue, sell sell, pledge, grant, encumber or dispose of any shares of capital stock or other securities of the Companies any Entity or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of any Entity, or (3) enter into any agreement with respect to the Companiesvoting of its shares or other securities; (iiiC) effect any recapitalization, reclassification or like change in the its capitalization or voluntarily adopt a plan of the Companiescomplete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Entity; (ivD) amend the its certificate of incorporation or by-laws or comparable other organizational documents of the Companiesdocuments; (vE) hire employees whose annual compensation equals enter into a Contract imposing non-competition, “most-favored nation” status, exclusivity or exceeds $100,000 per yearsimilar restrictions on the Business or requiring any Entity to effect material changes on the Business or, except for other than in the Ordinary Course of Business (as conducted since January 1, 2014), or enter into, terminate or modify (1) any hiring Contract with Seller or any of its Affiliates or (2) any Contract that would have been a Material Contract if entered into prior to replace the loss or departure of any existing employees if made on substantially similar termsdate hereof; (vi) enter into any employee retention bonus plan which could have payments due after the Closing (vii) enter into any agreement with employees, or agree to make any payment to employees, which would be triggered by the consummation of the Transactions and would be payable after the Closing; (viii) other than as required by Law, a Contract listed on Schedule 5.14 or the terms of any Seller Benefit Plan or Company Benefit Plan (A1) increase the compensation or benefits of any directors or Employees, other than promotions, changes in positions, annual level increases in salary or wages for non-officer Employees by no more than two percent in the aggregate in the Ordinary Course of Business (as conducted since January 1, 2014), (2) grant or pay any bonus, severance or new benefit or other compensation payable or to become payable by the Companies to any of their respective its directors or employees by more than $5,000 per yearEmployees, provided that the Company and its Subsidiaries may pay annual cash bonuses with respect to the year 2014 or 2015 in the Ordinary Course of Business (as conducted since January 1, 2014) based on actual performance, (B3) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director or executive officer of the Companies which is payable after the Closing, (C) except as required by any existing Company Benefit Plan, and other than any incentive or bonus compensation paid prior to the Closing, materially increase the coverage or benefits available under any Company Benefit Plan which would apply after the Closing and which would increase the overall costs of such Company Benefit Plans (or create any bonusnew) Employee Plan or otherwise modify or amend or terminate any Employee Plan (or communicate in writing any intention to take such action), incentive compensationexcept, deferred compensationin each case, severanceas required by applicable Law from time to time in effect or by the terms of any Employee Plan as of the date hereof, profit sharing(4) take any action to accelerate the vesting or payment, stock optionor fund or secure the payment, stock purchaseof any amounts under any Employee Plan, pension(5) transfer the employment or service location of any individual to, retirement or hire any individual to work at, a location in the United States, or (6) incur any charge, expense or other employee benefit plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or materially amend any such agreement) to which any of obligation under the Companies is a party or involving a director or executive officer of any of the CompaniesRelated Party Contract set forth on Schedule 7.2(b)(F); (ixG) subject to any Lien, any of the its properties or assets (whether tangible or intangible) intangible and including any of the CompaniesShares) to an Encumbrance, except for the incurrence of Permitted ExceptionsEncumbrances in the Ordinary Course of Business (as conducted since January 1, 2014); (H) make any loans, advances, guarantees or capital contributions to or investments in any Person (other than (1) to the Entities or (2) advances to Employees, agents, consultants, accountants, service providers or representatives of any Entity in the Ordinary Course of Business (as conducted since January 1, 2014) and not in excess of MXN$75,000 for each advance and MXN$100,000 in the aggregate to any single such Person; (I) incur any Indebtedness for borrowed money other than (1) Indebtedness in an aggregate amount less than MXN$150,000,000, (2) Indebtedness associated with the conversion into debt of above 90 days past due supplier account payables, or (3) Indebtedness that is refinancing existing Indebtedness with Indebtedness maturing between the date of this Agreement and the Closing Date, in the case of clauses (1) and (3), only to the extent of Indebtedness (x) repayable at the option of the borrower without penalty or premium, (y) on terms reasonably acceptable to Purchaser and (z) in respect of which Seller has provided Purchaser with prior notice specifying the intended use of proceeds; (J) make or authorize any accrual or commitment for capital expenditures (excluding accruals or commitments that are fully used or spent before the Closing Date), in each case, in excess of 120% of the budgeted quarterly amounts under the 2015 Budget; (1) purchase, lease or otherwise acquire any material properties properties, rights, spectrum or assets other assets, in each case, other than in the Ordinary Course of Business (as conducted since January 1, 2014), or (2) sell, assign, license, transfer, conveylease, lease mortgage, pledge, surrender, encumber, divest, cancel, abandon or fail to exercise any available rights to avoid the lapse or expiration of, or otherwise dispose of any of its material operations, properties, rights (including any rights in respect of transmission towers owned or leased by the properties Entities), product lines, spectrum, businesses, Intellectual Property, Company Telecommunication Licenses or assets of the Companies (except acquisitions or dispositions sales of properties or assets which are not material inventory to the Companies, (A) pursuant to an existing Contract for fair consideration or (B) customers in the Ordinary Course of Business (as conducted since January 1, 2014) or (C) for the purpose of disposing sales of obsolete or worthless assetsassets or inventory); it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice; (xiL) other than in the Ordinary Course of BusinessBusiness (as conducted since January 1, 2014), cancel or compromise any material debt or claim or waive or release any material right of the Companies; it being agreed for purposes of clarity that this Section 7.3 does not prohibit intercompany transfers of cash among the Companies, the Selling Stockholder and its subsidiaries in the Ordinary Course of Business consistent with past practice, or the settlement of any intercompany accounts or debt prior to ClosingEntity; (xiiM) within 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $50,000 for all commitments in the aggregate or after 75 days after the date hereof enter into any commitment for capital expenditures of the Companies in excess of $100,000 for all commitments in the aggregate (including commitments entered into prior to such 75th day); provided, however, that the Companies may enter into any commitment for capital expenditures without the consent of the Purchaser (i) in order to make emergency repairs, or (ii) to replace equipment and assets in the Ordinary Course of Business; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Companies; (xiv) permit the Companies to enter into or agree to enter into any merger or consolidation with any Person corporation or other entity; (N) other than short-term financial investments made in the Ordinary Course of Business (as conducted since January 1, 2014), acquire the securities of any other Person; (O) change the accounting methods, practices or procedures applicable to adopt the Entities, except as required by Mexican NIF or applicable Law; (P) (1) enter into any line of business in any geographic area other than the current lines of business of the Entities and products and services reasonably ancillary thereto, (2) except as currently conducted, engage in the conduct of any business in any state that would require the receipt of a new or transfer of an existing Company Telecommunication License (other than renewals or replacements of any existing Company Telecommunication License), or (3) conduct any business operations outside of Mexico (excluding pursuant to customary roaming arrangements); (Q) assign, transfer, sell, lease, voluntarily forfeit, cancel, surrender, abandon or fail to undertake reasonable best efforts to defend any Permit or Telecommunications License; (R) settle any action before or threatened to be brought before a Governmental Authority for an amount in excess of MXN$15,000,000 individually and MXN$75,000,000 in the aggregate; (S) make or change any material Tax election, change any method of Tax accounting, settle or otherwise finally resolve any dispute with respect to a material amount of Tax or file a claim for any refund of Tax outside the Ordinary Course of Business for claiming such refunds; (T) use infrastructure network technologies or billing systems other than their existing network technologies and billing systems or other network technologies and billing systems disclosed to Purchaser prior to the date hereof; or (U) commit or agree to do anything prohibited by this Section ‎7.2. (c) From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, except as expressly contemplated by this Agreement, Seller Parent and Seller will (i) not transfer, sell, pledge, grant, encumber or dispose of, and cause Company Parent and the Uruguay Subsidiary not to issue, any Company Parent Interests or other equity interests in Company Parent or the Uruguay Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire any such Company Parent Interests or other equity interests or enter into any agreement with respect thereto and (ii) cause Company Parent and the Uruguay Subsidiary not to (A) split, combine or subdivide its Company Parent Interests or other equity interests, (B) effect any recapitalization, reclassification or like change in its capitalization or voluntarily adopt a plan of complete or partial liquidation, dissolution, restructuring restructuring, recapitalization or other material reorganization reorganization, (C) amend its organizational documents or operating agreement, (D) engage in any business or operations other than, in the case of Company Parent, holding the Company Shares, or (E) acquire any of assets, hire employees or incur any Liabilities. Seller will cause Company Parent to transfer all equity interests in the Companies;Uruguay Subsidiary to Seller (the “Uruguay Divestiture”) prior to Closing. (xvd) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any From the date of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in this Agreement until the preparation of its most recent Tax Return; (xvi) except for the replacement or substitution of existing insurance policies with similar or comparable policies, permit any insurance policy naming any of the Companies as a beneficiary or a loss payable payee to be cancelled or terminated Closing Date or, except as required by any existing Company Benefit Planif earlier, create an employee insurance benefit plan or arrangement; (xvii) within 75 days after the date hereof enter into any Contract relating to the Companies’ purchasetermination of this Agreement, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $50,000 annually, except for expenditures made (i) Seller and Seller Parent will contribute cash to the Entities in order amounts sufficient for the Entities to make emergency repairs, or (ii) to replace equipment and assets conduct their business in the Ordinary Course of Business; (xviii) after 75 days after the date hereof enter into any Contract relating to the Companies’ purchase, lease or maintenance of equipment, vehicles, inventory, materials, supplies, machinery, equipment, parts or any other property or services which involves expenditures of more than $100,000 annually except for expenditures made (i) Business and in order to make emergency repairs, or accordance with this Agreement and (ii) to replace equipment and assets in no later than the Ordinary Course of Business; (xix) other than in the Ordinary Course of Business, (A) enter into any Contract that if existing on the date hereof would be a “Material Contract” (other than contracts described in Section 5.14(vii) or (viii)), (B) terminate, amend, supplement or modify in any respect any Material Contract, (C) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any rights or claims under any Material Contract, or (D) change incentive policies or payments under any Material Contract existing on the date hereof or entered into tenth Business Day after the date hereof; (xx) incur any Indebtedness for borrowed moneyend of each 2015 Budget Month and each calendar quarter that ends during the 2015 Budget Period, enter into any guarantees Seller will deliver a certificate signed on behalf of Indebtedness Seller by an authorized officer of other Persons (other than one Seller to Purchaser setting forth the amounts of Qualifying Capital Expenditures and Qualifying Sales and Marketing Expenditures made by the Companies) Entities and the amount of cash contributions made by Seller and Seller Parent to the Entities, in each case during such 2015 Budget Month or make any loanscalendar quarter, advances as applicable, and, at the request of Purchaser, furnish or capital contributions provide Purchaser access to, or investments in, any other Person; (xxi) enter into any Contract that obligates the Companies not supporting documentation sufficient to compete with any business; (xxii) enter into any Contract that is a joint venture or partnership contract or a limited liability company operating agreement; or (xxiii) agree to do anything prohibited by this Section 7.3support Purchaser’s review of such certificate.