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

Conduct of the Business Pending the Closing. During the Pre-Closing Period, except as otherwise expressly provided in or contemplated by this Agreement, or as required by Law, or pursuant to the Restructuring Transactions, or with the prior written consent of (such consent not to be unreasonably withheld, delayed or conditioned), or at the express request of, the Buyer, or as set forth on Schedule 5.3, the Company shall (i) operate its Business in the Ordinary Course of Business, (ii) use its commercially reasonable efforts to keep available to the Company the services of its employees, independent contractors and consultants, (iii) use its commercially reasonable efforts to preserve and maintain its relationships with customers, suppliers, distributors and other Persons with which the Company has significant business relations and (iv) not: (a) transfer, issue, sell, pledge, encumber or dispose of any Shares, Interests, or other securities of, or other ownership interests in, the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire Shares, Interests, or other securities of, or other ownership interests in, the Company; Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) (i) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities or the underlying agreements related thereto of the Company or (ii) redeem, purchase or otherwise acquire directly or indirectly any of the capital stock of the Company; (c) amend the Organizational Documents of the Company, by operation of law or otherwise;

Conduct of the Business Pending the Closing. During (a) Except as otherwise expressly provided in this Agreement or with the Pre-Closing Periodprior written consent of Parent, between the date hereof and the Closing, Company shall, and Company shall cause its Subsidiaries to: (i) conduct the respective businesses of Company and its Subsidiaries only in the Ordinary Course of Business; (ii) use their commercially reasonable efforts to preserve the respective present business operations, organization (including officers and Employees) and goodwill of Company and its Subsidiaries. (b) Without limiting the generality of the foregoing, except as otherwise expressly provided in or contemplated by this Agreement, or as required by Law, or pursuant to the Restructuring Transactions, Agreement or with the prior written consent of (such consent not to be unreasonably withheld, delayed or conditioned), or at the express request ofParent, the Buyer, or as set forth on Schedule 5.3, the Major Shareholders and Company shall not, and Company shall cause its Subsidiaries not to: (i) operate its Business declare, set aside, make or pay any dividend or other distribution in respect of the Ordinary Course capital stock of, or other ownership interests in, Company or repurchase, redeem or otherwise acquire any outstanding shares of Businessthe capital stock or other securities of, or other ownership interests in, Company, except to the extent taken into account in determining the Closing Purchase Price; (ii) use other than any transfer by a Major Shareholder for charitable or estate planning purposes of such Major Shareholder, transfer for its commercially reasonable efforts to keep available to the Company the services of its employees, independent contractors and consultants, (iii) use its commercially reasonable efforts to preserve and maintain its relationships with customers, suppliers, distributors and other Persons with which the Company has significant business relations and (iv) not: (a) transferown account, issue, sell, pledge, encumber or dispose of any Shares, Interests, shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire Shares, Interests, shares of the capital stock or other securities of, or other ownership interests in, the Company; Table Company or any of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.its Subsidiaries; (b) (iiii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the CompanyCompany or any of its Subsidiaries, or amend the terms of any outstanding securities of Company or any Subsidiary; (iv) amend the underlying agreements related thereto articles of incorporation or by-laws or equivalent organizational or governing documents of Company or any of its Subsidiaries; (v) other than in the Ordinary Course of Business, (A) increase the salary or other compensation of any director, officer or Employee of Company or any of its Subsidiaries, except for normal year-end increases, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, Employee or consultant (other than the payment of $250,000 of bonuses to Employees in excess of the amount accrued therefor on the income statement of Company dated June 2, 2007), (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, representatives or Employees of Company or any of its Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of Company or any Subsidiary (or amend any such agreement to which Company or any of its Subsidiaries is a party); (vi) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; or (ii) redeemmodify the terms of any Indebtedness or other Liability; (vii) acquire any material properties or assets or sell, purchase assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, Company and its Subsidiaries, other than in the Ordinary Course of Business; (viii) enter into or agree to enter into any merger or consolidation with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire directly the securities, of any other Person; (ix) cancel or indirectly compromise any debt or claim or waive or release any material right of Company or any of its Subsidiaries except in the Ordinary Course of Business; (x) enter into any commitment for capital expenditures of Company and its Subsidiaries in excess of $300,000 for any individual commitment and $1,000,000 for all commitments in the aggregate unless such commitment is consistent with the 2007 and 2008 capital expenditure plans as previously disclosed to Parent; (xi) enter into any labor or collective bargaining agreement of Company or any of its Subsidiaries or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to Company or any of its Subsidiaries; (xii) enter into any transaction or enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not in the Ordinary Course of Business; (xiii) make a change in its accounting or Tax reporting principles, methods or policies; (xiv) make, change or revoke any Tax election, settle or compromise any Tax claim or liability or enter into a settlement or compromise, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes; (xv) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of Company or any Subsidiary to (A) compete with or conduct any business or line of business in any geographic area or (B) solicit the employment of any persons; (xvi) terminate (prior to stated maturity), amend, restate, supplement or waive any rights under any (A) Material Contract, Real Property Lease, Personal Property Lease or Intellectual Property license, other than in the Ordinary Course of Business or (B) Permit; (xvii) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; and (xviii) agree to do anything (A) prohibited by this Section 7.2, (B) which would make any of the capital stock representations and warranties of Company or the Major Shareholders in this Agreement or any of the Company; (c) amend the Organizational Major Shareholder Documents or Company Documents untrue or incorrect in any material respect or could result in any of the Company, by operation of law conditions to the Closing not being satisfied or otherwise;(C) that would be reasonably expected to have a Material Adverse Effect.

Conduct of the Business Pending the Closing. During the Pre-Closing Period, except as otherwise expressly provided in or contemplated by this Agreement, or as required by Law, or pursuant to the Restructuring Transactions, or (i) Except with the prior written consent of the Buyers purchasing more than 50% of the Preference Shares under this Agreement (such consent not to be unreasonably withheld) and except as contemplated by the Restructuring Agreement, delayed between the date hereof and the earlier of (A) the Closing or conditioned(B) the date, if any, on which this Agreement is terminated pursuant to Section 8 (the “Interim Period”), or at the express request of, the Buyer, or as set forth on Schedule 5.3, the Company shall (i) operate conduct the business of the Company and its Business Subsidiaries only in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice. (ii) use its commercially reasonable efforts to keep available to Without limiting the generality of the foregoing, except as expressly permitted by this Agreement (including, without limitation, Section 5(g)(i)) or as required by applicable law, during the Interim Period, the Company shall not (and shall cause its Subsidiaries not to) without the services prior written consent of its employees, independent contractors and consultants, the Buyers purchasing more than 50% of the Preference Shares under this Agreement (iii) use its commercially reasonable efforts such consent not to preserve and maintain its relationships with customers, suppliers, distributors and other Persons with which the Company has significant business relations and (iv) not:be unreasonably withheld): (a1) transfer, issue, sell, pledgetransfer, grant, dispose of, pledge or otherwise encumber any shares of its, capital stock, voting securities or dispose other equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests (other than the granting to any person any Company Option in the ordinary course of business); (2) declare, set aside or pay any dividend or other distribution in respect of any Shares, Interests, or other securities of, or other ownership interests in, the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire Shares, Interests, or other securities of, or other ownership interests in, the Company; Table share of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) (i) effect any recapitalization, reclassification, capital stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities or the underlying agreements related thereto of the Company or (ii) redeem, purchase or otherwise acquire directly or indirectly any of the capital stock other than dividends and distributions by wholly-owned Subsidiaries of the Company; (c3) amend issue, create, incur, assume, guaranty, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise), any indebtedness other than any indebtedness incurred in the Organizational Documents ordinary course of business, consistent with past practice); or (4) enter into any formal contract or agreement to license or transfer any of its or its Subsidiaries’ Intellectual Property to any Person relating to China (including without limitation Hong Kong, Macau or Taiwan), the equity interests of which are owned, directly or indirectly, by any of the CompanySellers or any affiliate of the Company (such person, by operation of law “Far East Holdings”) unless any such contract or otherwise;agreement that is entered into has substantially the same terms and conditions as those set forth in the term sheets attached as Exhibit D hereto. No Seller shall, directly or indirectly, enter into any agreement or transaction with the Company or its Subsidiaries which is prohibited under this Section 5(g)(ii)(4).

Conduct of the Business Pending the Closing. During (a) Prior to the Pre-Closing PeriodClosing, except (i) as set forth on Schedule 8.2, (ii) as required by applicable Law, (iii) as otherwise expressly provided in or contemplated by this Agreement, Agreement or as required by Law, or pursuant to the Restructuring Transactions, or (iv) with the prior written consent of Buyer (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), or at the express request of, the Buyer, or as set forth on Schedule 5.3, each of the Company and the Blocker shall (i) operate use its Business commercially reasonable efforts to conduct its business in the Ordinary Course of Business, (ii) use its commercially reasonable efforts to keep available to the Company the services of its employees, independent contractors and consultants, (iii) use its commercially reasonable efforts to preserve and maintain its relationships with customers, suppliers, distributors and other Persons with which the Company has significant business relations and (iv) not: (a) transfer, issue, sell, pledge, encumber or dispose of any Shares, Interests, or other securities of, or other ownership interests in, the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire Shares, Interests, or other securities of, or other ownership interests in, the Company; Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Without limiting the generality of the foregoing, except (w) as set forth on Schedule 8.2, (x) as required by applicable Law, (y) as otherwise contemplated by this Agreement or (z) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company and the Blocker shall not: (i) issue or sell any shares of the Company’s or the Blocker’s capital stock or other equity securities; (ii) issue or sell any securities convertible into, or options with respect to, warrants to purchase, or rights to subscribe for, any shares of the Company’s or the Blocker’s capital stock or other equity securities; (iii) effect any recapitalization, reclassification, stock splitdividend, combination stock split or like change in the capitalization of the Company, or amend the terms of any outstanding securities Company or the underlying agreements related thereto Blocker; (iv) amend in any material respect the certificate of incorporation or by-laws or comparable organizational documents of the Company or the Blocker; (iiv) redeemother than in the Ordinary Course of Business or as contemplated by an existing Company Benefit Plan or Company Employee Agreement, purchase agreement, policy or otherwise acquire directly or indirectly arrangement (including any collective bargaining agreement) (A) increase the annual level of compensation of any officer of the capital stock Company, (B) modify or amend any Company Benefit Plan or Company Employee Agreement in any manner that materially increases the amount of the liability attributable to the Company in respect of such Company Benefit Plan or Company Employee Agreement, (C) grant or pay any extraordinary bonus or other extraordinary discretionary compensation to any employee of the Company, or (D) enter into any employment Contract (other than any Contract terminable without cost or penalty by the Company by notice of not more than sixty (60) days) with any individual to serve as an officer of the Company; (vi) subject to any Lien any of the properties or assets (whether tangible or intangible) of the Company or the Blocker, except (A) in the Ordinary Course of Business or (B) for Permitted Exceptions; (vii) become legally committed to make any capital expenditures, except for capital expenditures pursuant to projects for which work has already commenced or is otherwise contemplated in the capital expenditure budget; (viii) enter into any merger or consolidation with any Person, or acquire the securities or a substantial portion of the assets of any Person; (ix) incur or assume any indebtedness for borrowed money in excess of $200,000 or guarantee any such indebtedness, other than indebtedness incurred (A) in the Ordinary Course of Business or (B) under any existing credit facilities; (x) other than with respect to customers in the Ordinary Course of Business and employees or managers as advances of business expenses in the Ordinary Course of Business, loan or advance any funds to any Person; (xi) other than in the Ordinary Course of Business, sell, assign, license, transfer, convey or lease or otherwise dispose of any properties or assets of the Company having a value, in any individual case, in excess of $100,000; (xii) make or rescind any material election relating to Taxes, settle or compromise any material Proceeding relating to Taxes, or, except as required by 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 Returns, other than to account for the transactions contemplated by this Agreement (including making appropriate adjustments to estimated tax payments after the date hereof); (xiii) enter into any collective bargaining agreement; (xiv) other than in the Ordinary Course of Business, amend any material term of, or terminate or otherwise modify in any material respect any Material Contract; (xv) other than in the Ordinary Course of Business, materially delay, decrease or increase the rate of promotional or marketing expenditures; (xvi) cancel, terminate or modify any material insurance policy naming the Company as a beneficiary or a loss payable payee without obtaining reasonably comparable substitute insurance coverage; (xvii) other than in the Ordinary Course of Business, license or sublicense any Company Intellectual Property; (xviii) other than in the Ordinary Course of Business, settle or compromise any litigation, except for cash payments to be made prior to Closing; (xix) acquire, purchase, redeem or encumber any equity interest; or (xx) authorize, or commit or agree to do, anything prohibited by this Section 8.2(b). (c) amend Notwithstanding the Organizational Documents foregoing, the parties to this Agreement acknowledge and agree that (i) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the Company’s operations for purposes of the CompanyHSR Act or any other applicable Antitrust Law prior to the expiration or termination of any applicable waiting period under the HSR Act or any other applicable Antitrust Law waiting period, by operation or prior to receipt of law any applicable approval under any antitrust or otherwise;competition law; and (ii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Buyer will be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable Law.

Conduct of the Business Pending the Closing. During the Pre-Closing Period, except as otherwise expressly provided in or contemplated by this Agreement, or as required by Law, or pursuant to the Restructuring Transactions, Agreement or with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, delayed or conditioned), or at the express request of, the Buyer, or as set forth on Schedule 5.3, each of the Company and its Subsidiaries shall (i) operate its Business in the Ordinary Course of Business, Business and (ii) use its commercially reasonable efforts to keep available to the Company the services of its employees, independent contractors and consultants, (iii) use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and maintain Key Employees (subject to Section 4.3(e)(v)) and preserve its relationships with customers, suppliers, distributors its material suppliers set forth on Section 2.23 of the Disclosure Letter and other Persons with which relationships material to the Business. Without limiting the generality of the foregoing, except as set forth in Section 4.3 of the Disclosure Letter, during the Pre-Closing Period, the Company has significant business relations shall not, and shall cause its Subsidiaries not to, without the prior written consent (ivwhich consent shall not be unreasonably withheld, delayed or conditioned) notof Parent: (a) (i) transfer, issue, sell, pledge, encumber or dispose of any Shares, Interests, shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries; (ii) grant options, warrants, calls or other rights to purchase or otherwise acquire Shares, Interests, shares of the capital stock or other securities of, or other ownership interests in, the CompanyCompany or any of its Subsidiaries, other than as a result of the exercise of Options in accordance with their terms as in effect on the date hereof; Table or (iii) accelerate the vesting of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.any Options except, in the case of Options, as contemplated pursuant to Sections 1.7(a); (b) (i) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the CompanyCompany or any of its Subsidiaries, or amend the terms of any outstanding securities or the underlying agreements related thereto of the Company or any of its Subsidiaries; (ii) authorize, declare, set aside, make or pay any dividend or other distribution payable in cash, stock or other property whether or not in respect of its capital stock, except a quarterly cash dividend consistent with past practice not to exceed $0.0325 per share; or (iii) redeem, purchase or otherwise acquire directly or indirectly any of the capital stock of the CompanyCompany or any of its Subsidiaries; (c) except as set forth in Sections 1.3 and 1.4, amend the Organizational Documents Articles of Incorporation or Bylaws of the CompanyCompany or similar organizational documents of any of its Subsidiaries, by operation of law or otherwise; (d) spend or commit to any new capital expenditures (other than capital expenditures already reserved pursuant to the budget for the current fiscal year) in excess of $50,000, whether individually or in the aggregate, except for any capital expenditure that (x) management of the Company has determined is reasonably necessary to prevent the temporary or extended discontinuation of any of the Company’s or such Subsidiary’s business or operations or any material loss of revenues to the Company or such Subsidiary, and (y) the Company has given Parent at least five (5) hours prior notice (time being of the essence) to the making or commitment to make any such capital expenditure (email notice shall be sufficient), unless Parent has, within such five (5) hour period, reasonably withheld and/or conditioned its consent to such capital expenditure; (e) (i) grant or announce any increase in the salary, severance or other direct or indirect compensation or benefits payable or to become payable to any Service Provider (except (1) as required by Law, or (2) as required under any existing Employee Plan as in effect on the date hereof); (ii) grant any bonus, benefit or other direct or indirect compensation to any Service Provider not required by any of the existing Employee Plans as in effect on the date hereof; (iii) loan or advance any money or other property to any Service Provider or any Related Person (except advancement of expenses as required by any of the existing Employee Plans as in effect on the date hereof in the Ordinary Course of Business); (iv) except as required by Law, amend, terminate, modify, extend, or materially increase the benefits provided under, any Employee Plan or enter into, grant, or adopt any arrangement that would be an Employee Plan if in effect on the date hereof; or (v) terminate any Service Provider that is a current executive officer or Key Employee, other than for cause (as determined in good faith by the Company or the applicable Subsidiary in its sole discretion); (f) subject any of its assets to any Lien, except Permitted Exceptions; (g) except in the Ordinary Course of Business, sell, assign, license, lease or transfer any of its assets or property; (h) amend, modify or change any of its accounting policies, practices or procedures, except as required by GAAP; (i) (i) amend, modify, make, change or rescind any material Tax election; (ii) enter into any Tax sharing, Tax indemnity or closing agreement pursuant to Section 7121 of the Code (or any similar provision of Law); (iii) settle or compromise any Tax Claim, notice, audit report or assessment except in an amount less than $50,000; (iv) file any amended income or other material Tax Returns; (v) amend, modify or make any change to (or make a request to change) its Tax accounting or reporting method; (vi) surrender any right to claim a refund of Taxes; (vii) file any income or other material Tax Return other than one prepared in the Ordinary Course of Business; or (viii) consent to any extension or waiver of the limitation period applicable to any income or other material Tax Return, Tax Claim or assessment; (j) acquire (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) any interest in any Person; (k) delay or postpone any payment of any accounts payable or other payables or expenses, unless such payable or expense is being contested in good faith by the Company or a Subsidiary, or accelerate at a discount the collection of accounts receivable or cash collections of any type, in any such case, other than in the Ordinary Course of Business; provided, however, that the Company may only accelerate in the event of a material negative impact to cash flow as a result of a material change in the aging of accounts receivable for one or more payors and in the event of such acceleration, the accounts receivable or cash collections of any type received by the Company shall be subject in all respects to the restrictions set forth in this Agreement including this Section 4.3; (l) (i) amend or modify in any manner materially adverse to the Company or the applicable Subsidiary, or waive any material right under, any Material Contract (other than a Specified Contract), or elect not to renew or terminate any Material Contract (other than a Specified Contract); unless any such action is taken in the Ordinary Course of Business and after (x) a determination is made by an executive officer of the Company that such action is in the best interests of the Company or the applicable Subsidiary and (y) Parent is given at least two (2) days’ prior written notice (email notice in accordance with Section 7.9 shall be sufficient) of such action (or a shorter period if not practicable) or (ii) amend or modify in any manner materially adverse to the Company or the applicable Subsidiary, or waive any material right under, any Specified Contract, or elect not to renew or terminate any Specified Contract; (m) amend, modify or make any changes in the Company’s or any of its Subsidiaries’ standardized or other sales terms and conditions, except in the Ordinary Course of Business; (n) (i) incur, create or assume Indebtedness or amend or modify in any manner adverse to the Company or the applicable Subsidiary, or make any changes to the terms of any Indebtedness, whether individually or in the aggregate (it being understood that the Company or any of its Subsidiaries may (x) satisfy any outstanding Indebtedness prior to Closing or (y) draw down on any existing sources of Indebtedness in an amount, in the aggregate, more than $150,000 and only if such Indebtedness shall be satisfied at or prior to the Closing in accordance with Section 4.8); (ii) guarantee any Indebtedness or obligation of another Person (other than guarantees by the Company or any of its Subsidiaries of any Indebtedness of any other wholly-owned Subsidiary of the Company); or (iii) issue or sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries; (o) settle or compromise any pending or threatened Legal Proceeding or any claim, except for settlements or compromises in an amount less than $50,000 individually or $150,000 in the aggregate (and with respect to any purported demand for fair value under the NRS, subject to the limitations set forth in Section 4.13), for which the Company and its Subsidiaries receives a full release; (p) amend, modify or make any changes to coverage levels of, or terminate, any insurance policy set forth in Section 2.18 of the Disclosure Letter; (q) sell, modify, amend, license (other than non-exclusive licenses granted to customers in the Ordinary Course of Business pursuant to sales of Products not otherwise restricted by this Section 4.3), otherwise transfer, permit to lapse or otherwise cancel any rights under or to the Owned Intellectual Property, or terminate, default or otherwise fail to maintain any license to any material Licensed Intellectual Property; (r) enter into any binding commitment or transaction which would cause the conditions in Section 5.1(a) or Section 5.1(b) not to be satisfied, or take any action or fail to take an action or, to the extent within the Company’s control, permit to occur any event that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; or (s) publicly announce an intention to enter into, authorize or enter into, or permit any of its Subsidiaries to authorize or enter into, any written agreement or otherwise make any binding commitment to do any of the foregoing. (t) Notwithstanding the foregoing, nothing contained in this Agreement shall give Parent or MergerSub, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.