Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, to do any of the foregoing.

Conduct of the Business. During the period from the date of this Agreement Prior to the earlier of the Closing Date or and the termination of this Agreement pursuant to its termsArticle IV, except as required by applicable Lawthe Company shall, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1and, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries each Company Subsidiary to: (a) use commercially reasonable efforts to conduct their businesses carry on its business in the ordinary course consistent with past practice, of business and will use commercially reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve business relationships with key customers, employeesvendors, suppliers, regulators strategic partners and others having business relationships dealings with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by it; provided, that nothing in this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): clause (a) Except for shall require any actions or inaction that the Pre-Closing DividendBoard of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s obligations under applicable law or imposed by any Governmental Entity; (ib) issuerefrain from (1) declaring, sell setting aside or pledge, paying any distributions or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make making any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (iii2) splitsplitting, combine combining or reclassify reclassifying any of its capital stock or issuing or authorizing the issuance of any other securities in respect of, in lieu of or in substitution for capital stock or any of its other securities; (iv3) purchasepurchasing, redeem redeeming or otherwise acquire acquiring any shares of capital stock or any of any class or its other securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares capital stock or other securities; (4) issuing, delivering, selling, granting, pledging or otherwise disposing of or encumbering any capital stock, any other Voting Securities or any securities convertible securities into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock, Voting Securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on the date of this Agreement; or (5) entering into any contract with respect to, or otherwise agreeing or committing to do, any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; foregoing; and (c) Enter into to the extent reasonably practicable, shall consult with the Investor prior to taking any Contract material actions outside of the ordinary course of business; provided that the Company shall not consult with the Investor with respect to such material actions or provide any salematerial non-public information to the Investor unless the Company first seeks and obtains the Investor’s prior consent to be so consulted or to receive such information. Additionally, transferexcept as required pursuant to existing written, assignmentbinding agreements in effect prior to the date hereof and set forth in Section 3.9 of the Disclosure Schedule, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than and with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), clauses (i) and (ii) except in the ordinary course of business consistent with past practice; (d) Adopt a plan , prior to the earlier of complete or partial liquidationthe Closing Date and the termination of this Agreement pursuant to Article IV, dissolution, consolidation, restructuring, recapitalization or other reorganization involving the Company shall and shall cause the Company Subsidiaries to not take any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, following actions: (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employeedirector, officer or employee of the Company or any of the Company Subsidiaries; (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of of, pay any Employee by more than ten percent (10%) bonus to, or make any new equity awards to any Employeedirector, officer or employee of the Company or any of the Company Subsidiaries; (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employeesawards, except as may be required by applicable law; (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to EmployeesPlan, to the extent not already provided in any such Benefit Plan or Plan; (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; ; (fvi) Modify forgive any loans to directors, officers or rescind employees of the Company or any of the Licenses and PermitsCompany Subsidiaries; or (vii) enter into any contract with respect to, except or otherwise agree or commit to do, any of the foregoing; provided, that in no event shall any increase of any payment in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or under clause (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required increase such person’s compensation by GAAP, make any material change in any method of accounting or make any material tax election other more than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which 5% in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable except as set forth in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion 3.9 of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, to do any of the foregoingDisclosure Schedule.

Conduct of the Business. During the period from From the date of this Agreement to the earlier of hereof until the Closing Date or the termination of this Agreement pursuant to its termsDate, except as required by applicable Law, as otherwise contemplated by this Agreement set forth on Section 5.01 of the Disclosure Schedule or as specifically set forth in Schedule 7.1contemplated by any of the Transaction Documents, Seller agrees that it shall, and shall cause its Subsidiaries to, conduct the Companies and the Transferred Subsidiaries to conduct their businesses Business in the ordinary course consistent with past practice, practice and will shall use its reasonable best efforts consistent therewith to cause preserve intact the Companies business organizations and the Transferred Subsidiaries relationships with third parties and to keep intact their respective businessesavailable the services of the current Business Employees. Without limiting the generality of the foregoing, to maintain and preserve relationships with key customersfrom the date hereof until the Closing Date, employees, suppliers, regulators and others having business relationships with except as set forth in Section 5.01 of the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, Disclosure Schedule or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit contemplated by any of the Companies or the Transferred Subsidiaries to take any of the following actionsTransaction Documents, prior with respect to the earlier of the Closing Date or the termination of this Agreement pursuant to Business Seller will not and will cause its terms, without the prior written consent of Purchaser (such consent Subsidiaries not to be unreasonably withheld, conditioned or delayed):to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make acquire assets from any other distributions in respect of, Person (iiiincluding by merger or consolidation) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities consideration in excess of $10,000,000 5,000,000 in the aggregate except (other than with respect i) pursuant to existing contracts or commitments disclosed to Buyer as of the sale date hereof or (ii) purchases of securities in compliance with the terms of any Benefit Plan inventory or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except capital expenditures in the ordinary course of business consistent with past practice; (db) Adopt a plan sell, lease, license or otherwise dispose of complete any Purchased Assets or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any assets of the Companies or the Transferred Purchased Subsidiaries (other than with respect to any transfer to Seller including by merger or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (econsolidation) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, except (i) grant pursuant to existing contracts or provide any severance commitments disclosed to Buyer as of the date hereof or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus sales of inventory or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except obsolete equipment in the ordinary course of business consistent with past practice; (gc) Except for (i) Indebtedness to Seller, either of the Companies agree or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, commit to do any of the foregoing; (d) take any action that would make any representation or warranty of Seller in Section 3.08 of this Agreement inaccurate in any material respect at the Closing Date or which would require disclosure pursuant to Section 3.08 if taken after the Balance Sheet Date and prior to the date hereof; or (e) with respect to the Purchased Subsidiaries, make or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, settle any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, settlement, or other action would have the effect of increasing the liability for Taxes of any Purchased Subsidiary for any Tax period ending after the Closing Date.

Conduct of the Business. During the period from From the date of this Agreement to the earlier of hereof until the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule accordance with Section 7.1, Seller agrees that it shall cause the Transferred Companies and to: (x) conduct the Transferred Subsidiaries to conduct their businesses Business in all material respects in the ordinary course consistent with past practice, ; and will (y) use their reasonable best efforts consistent therewith to cause preserve intact the Companies Business and the current relationships and goodwill of the Transferred Subsidiaries to keep intact their respective businessesCompanies with customers, to maintain and preserve relationships with key customerssuppliers, contractors, licensors, employees, suppliersagents, regulators producers, distributors, insureds, Insurance Regulators and others having business relationships dealings with them. Without limiting the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any generality of the Companies or foregoing, from the Transferred Subsidiaries to take any of the following actions, prior to the earlier of date hereof until the Closing Date or the termination of this Agreement pursuant to its termsin accordance with Section 7.1, except as otherwise expressly permitted or required by this Agreement or as set forth in Section 4.1 of the Seller Disclosure Letter, without the prior written consent of Purchaser Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed):), Seller shall cause the Transferred Companies not to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or (ivii) purchase, redeem or otherwise acquire any shares of outstanding capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, the Transferred Companies or any rights, warrants or options to acquire any such shares shares, other than, in each case, any such transaction solely involving Transferred Companies following which each Transferred Company remains a direct or other convertible securities indirect wholly owned Subsidiary of any of the Companies or the Transferred SubsidiariesSeller; (b) Amend issue, sell, grant, pledge or otherwise encumber any shares of capital stock of any of the Constituent Documents of Xxxxxx XxxxxxTransferred Companies, MK Holding any other voting securities or any Transferred Subsidiarysecurities convertible into, or enter into any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, other than, in each case, any such transaction solely involving Transferred Companies following which each Transferred Company remains a plan direct or indirect wholly owned Subsidiary of consolidation, merger, share exchange, reorganization or similar business combinationSeller; (c) Enter into amend its Organizational Documents in a manner that would be adverse to Buyer’s interests; (d) sell, lease, license or otherwise dispose of (including by way of reinsurance) any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of the material assets or securities in excess of $10,000,000 (other than with respect to Investment Assets, which are the sale subject of securities in compliance with the terms clause (y) of this Section 4.1) of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)the Transferred Companies, except in the ordinary course of business consistent with past practice; (de) Adopt a plan of complete or partial liquidation, dissolutionenter into any Contract with respect to any merger, consolidation, restructuringliquidation, recapitalization dissolution or other reorganization business combination (including any acquisition of assets or liabilities comprising a business or a segment, division or line of business) involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPCompanies; (f) Modify purchase, sell, lease, pledge, exchange, encumber or rescind otherwise dispose or acquire any property or assets (other than transactions occurring in the ordinary course of business consistent with past practice and other than Investment Assets, which are the subject of clause (y) of this Section 4.1) for which the aggregate consideration paid or payable in any individual transaction is in excess of $2,000,000 or in the aggregate in excess of $7,500,000; (g) (i) amend, extend, renew or otherwise modify in any material respect any of the Licenses and PermitsLeases, except (ii) assign or sublease any material portion of any of the Leased Real Property or (iii) enter into any new lease, terminate any lease or buy any real property; (i) modify or amend in any material respect or terminate any material Contract, (ii) waive, release or assign any material rights or claims under any material Contract or (iii) enter into any material Contract, in each case other than in the ordinary course of business consistent with past practice; or (x) modify, amend or terminate any OB Contract or (y) waive, release or assign any rights or claims under any OB Contract; (g) Except for (i) incur any financial Indebtedness to Seller, either for borrowed money from third party lending sources (other than current trade accounts payable incurred in respect of the Companies property or any of the Transferred Subsidiaries or (ii) services purchased in the ordinary course of business consistent with past practice) or assume, incur grant, guarantee or endorse, pledge or otherwise secure any Indebtedness; assets or property or otherwise as an accommodation become responsible for (hwhether primary or secondary) Except as required by GAAPthe obligations of any Person (other than a Transferred Company), make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries third party loans or (ii) any change that also applies to Seller and its Affiliates advances (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain than, in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except each case, in the ordinary course of business and consistent with GAAPpast practice), for individual amounts in excess of $1,000,000 or in the aggregate in excess of $2,000,000; (lj) Except as would not reasonably be expected default under any Indebtedness, or fail to result in an increased Tax liability for a taxable period (pay or portion thereof) ending after the Closing Date with respect to Purchasersatisfy when due any Liability, the Companies or of any of the Transferred SubsidiariesCompanies in excess of $500,000 (other than any such Liability that is being contested in good faith); (k) forgive, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle cancel or compromise any material debt or claim or assessment relating to Taxes; consent to waive or release any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactionsright, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, each case other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1pursuant to an Insurance Contract; (l) enter into any new line of business; (m) Cancel make any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value capital expenditures in excess of $10,000,0002,000,000 individually or $5,000,000 in the aggregate (not including those made in the ordinary course of business); (n) Acquire by merging or consolidating withvoluntarily abandon any material Permit, except to the extent required in order to comply with applicable Law, or by purchasing a substantial portion of the assets ofvoluntarily terminate, fail to renew or by permit to lapse any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialmaterial Permit; (o) Make settle or incur compromise or agree to the dismissal of any capital expenditure Litigation or threatened Litigation (in each case, except for claims under any insurance policies within applicable policy limits that is do not currently approved allege bad faith), other than any settlement or compromise that involves solely cash payments of less than $5,000,000 in writing any individual case or budgeted and that, individually, is of less than $10,000,000 in the aggregate (provided that Seller shall provide prior written notice to Buyer of any such settlement or compromise that involves solely cash payments in excess of $2,500,000 2,000,000 in any individual case); (p) other than in the ordinary course of business consistent with past practice, dispose of, permit to lapse, abandon, dedicate to the public domain, waive, release or assign any rights, or settle any claims, or permit the creation of any material Lien with respect to any Intellectual Property material to the Business; (q) (i) establish, adopt, amend or terminate any Company Benefit Plan or any arrangement which upon its establishment or adoption would constitute a material Company Benefit Plan or (ii) materially amend or terminate any related material insurance policy or related material vendor contract, in either case except (A) in the ordinary course of business consistent with past practice or (B) as may be required by applicable Laws or pursuant to the terms of any Company Benefit Plan as in effect on the date hereof; (r) make or promise to make any material bonus, profit-sharing or similar payment, or fund, increase or accelerate the vesting, payment or amount of wages, salary, commissions, fringe benefits, severance benefits, deferred compensation or other compensation or benefits (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to, or for the benefit of, any Employee, in each case except (i) as required by applicable Law or the terms of any Company Benefit Plan as in effect on the date hereof and (ii) with respect to Employees other than the LTIP Employees, to the extent such action is (x) not material or (y) made in the ordinary course of business consistent with past practice (including in connection with promotions and employee review cycles consistent with past practice); (i) terminate the employment of any Key Employee (other than for cause) or hire any new employee who would be, upon hiring, a Key Employee or (ii) enter into a collective bargaining agreement or similar labor agreement with respect to any Employees or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement with respect to any Employees, except, in the case of this clause (ii), as may be required by applicable Law; (i) settle or compromise any Tax Audit or forgo the right to any refund of Taxes; (ii) change any of the Transferred Companies’ methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes from those employed in the preparation of its most recently filed Tax Return; (iii) amend any Tax Return of or with respect to any of the Transferred Companies; (iv) enter into any agreement with a Tax Authority with respect to any Transferred Company, or terminate any agreement entered into with a Tax Authority with respect to any Transferred Company that is in effect as of the date hereof; (v) alter or make any Tax election; (vi) request a ruling relating to Taxes; (vii) grant any power of attorney relating to Tax matters; or incur (viii) prepare any Tax Return in a manner that is not consistent with past practices; (u) terminate, cancel or amend, or cause the termination, cancellation or amendment of, any material insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such expenditures whichcoverage) maintained by the Transferred Companies that is not replaced by comparable insurance coverage; (v) change in any material respect the terms for, or policies with respect to, the payment of commissions to any of its insurance agents, brokers or producers; (w) enter into any reinsurance commutations (other than as contemplated by Section 4.16 and the Commutation Agreement), or enter into, amend, modify or otherwise revise any reinsurance agreement or treaty that results in a material change in risk or coverage; (x) make any material change in its underwriting, reinsurance, claims administration, selling, reserving, Tax or financial accounting policies, guidelines, practices or principles (other than any change required by a change in applicable Laws, GAAP or SAP or, in respect of underwriting or claims administration policies, guidelines, practices or principles, in the ordinary course of business consistent with past practice); (y) other than as set forth in Schedule 4.1(y), amend or otherwise change the Investment Guidelines or make any investment or manage its Investment Assets other than in compliance with the Investment Guidelines; (z) during the period from the date hereof to the Closing Date, spend less than 90% (without the consent of Buyer) or more than 100% (without the consent of Seller), in the aggregate, are of the advertising spending called for during such period by the advertising plan set forth on Schedule 4.1(z) (for purposes of calculating such aggregate percentage, the spending called for in excess any period by such advertising plan that is not fully completed between the date hereof and the Closing Date shall be determined on a pro rata basis based on the number of $10,000,000days of such partial period that actually elapsed between the date hereof and the Closing Date), with the actual amount of such spending within such limits being determined by the management of the Transferred Companies in its sole discretion; or (paa) Agree, whether agree or not in writing, commit to do any of the foregoing.

Conduct of the Business. During Except as contemplated by the period CUP Agreement or, from and after the date of this Agreement to the earlier of the Second Closing Date or Termination of the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this CUP Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any is reasonably necessary to effect a refinancing of the Companies Borrower, any Guarantor or CCR, the Transferred Subsidiaries proceeds of which will be used to take any of repay the following actions, prior obligations pursuant to the earlier of loans made by Oaktree under the Closing Date or CUP Agreement, the termination of this Agreement pursuant Borrower and each Guarantor shall not, unless otherwise consented to its terms, without by the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Lender: (a) Except for with respect to NP Land, incur or commit to incur any capital expenditures outside the Pre-Closing DividendOrdinary Course of Business or incur any Debt; (b) create or permit any Lien on any Business Tangible Property that is not an Excluded Asset, other than Permitted Exceptions; (ic) sell or otherwise transfer any of its material assets or properties other than Excluded Assets; (d) amend its Governing Documents; (e) issue, sell or sell, pledge, encumber, transfer, dispose of or authorize otherwise create any Lien on, or propose the issuanceredeem, sale purchase or pledge ofacquire, any shares of its Capital Stock or any other equity or debt interests, or grant any options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other agreements or rights to purchase or otherwise acquire, any shares of its Capital Stock or any other equity or debt interests, or grant any stock appreciation, phantom stock, profit participation or similar rights; (iif) declareeffect any recapitalization, set asidereclassification, stock split or like change in its capitalization; (g) declare or pay any dividends or distributions on, on or make any other distributions (whether in cash, property or otherwise) in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding its Capital Stock or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtednessinterest; (h) Except as required by GAAP, make any material change in the principal nature of its business; (i) make any change in any method of accounting for financial reporting, except for any change in financial reporting after the 1A Closing Date required by reason of a concurrent change in or make any material tax election other than interpretation of GAAP; (j) enter into (i) an election made consistent any transaction with past practices of the Companies a Person or entity affiliated with or related to itself, except upon arms-length terms and the Transferred Subsidiaries conditions, or (ii) any change that also applies transaction which is motivated by an intent to Seller and its Affiliates (evade this Agreement or any other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date;Loan Document; or (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; make any commitment (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, ) to do any of the foregoing.

Conduct of the Business. During the period from the date of this Agreement Prior to the earlier of the Closing Date or and the termination of this Agreement pursuant to its termsArticle IV, except as required by applicable Lawthe Company shall, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it and shall cause the Companies and the Transferred Subsidiaries to conduct their businesses each Company Subsidiary to: (a) carry on its business in the ordinary course consistent with past practice, of business and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve business relationships with key customers, employeesvendors, suppliers, regulators strategic partners and others having business relationships dealings with it; provided that nothing in this clause (a) shall limit or require any actions that the Companies and Board of Directors may, in good faith, determine to be inconsistent with their duties or the Transferred Subsidiaries. Except as Company’s obligations under applicable law or imposed by any Governmental Entity; (b) unless otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):refrain from: (a1) Except for the Pre-Closing Dividenddeclaring, (i) issue, sell setting aside or pledge, paying any distributions or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make making any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (iii2) splitsplitting, combine combining or reclassify reclassifying any of its capital stock or issuing or authorizing the issuance of any other securities in respect of, in lieu of or in substitution for capital stock or any of its other securities; (iv3) purchasepurchasing, redeem redeeming or otherwise acquire acquiring any shares of capital stock or any of any class or its other securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares capital stock or other convertible securities of any of the Companies or the Transferred Subsidiariessecurities; (b4) Amend the Constituent Documents issuing, delivering, selling, granting, pledging or otherwise disposing of Xxxxxx Xxxxxxor encumbering any capital stock, MK Holding any other Voting Securities or any Transferred Subsidiarysecurities convertible into or exchangeable for, or enter any rights, warrants or options to acquire, any such capital stock, Voting Securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on the date of this Agreement; or (5) entering into a plan of consolidationany contract with respect to, mergeror otherwise agreeing or committing to do, share exchange, reorganization or similar business combination;any for the foregoing; and (c) Enter into to the extent reasonably practicable, shall consult with the Investor prior to taking any Contract actions outside of the ordinary course of business; provided that the Company shall not consult with the Investor with respect to such actions or provide any salematerial non-public information to the Investor unless the Company first seeks and obtains the Investor’s prior consent to be so consulted or to receive such information. Additionally, transferexcept as required pursuant to existing written, assignmentbinding agreements in effect prior to the date hereof and set forth in Section 3.9 of the Disclosure Schedule, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than and with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), clauses (u) and (v) except in the ordinary course of business consistent with past practice; (d) Adopt a plan practice related to employees who are not executive officers of complete or partial liquidationthe Company, dissolution, consolidation, restructuring, recapitalization or other reorganization involving the Company shall and shall cause the Company Subsidiaries not to take any of the Companies or the Transferred Subsidiaries following actions: (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (iu) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employeedirector, officer or employee of the Company or any of the Company Subsidiaries; (iiv) increase the compensation, bonus or pension, welfare, severance or other benefits of of, pay any Employee by more than ten percent (10%) bonus to or make any new equity awards to any Employeedirector, officer or employee of the Company or any of the Company Subsidiaries; (iiiw) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, awards; (ivx) take any action to accelerate the vesting or payment, payment of or fund or in any other way secure the payment, payment of compensation or benefits under any Benefit Plan applicable predominately to EmployeesPlan, to the extent not already provided in any such Benefit Plan or Plan; (vy) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; ; or (fz) Modify forgive any loans to directors, officers or rescind employees of the Company or any of the Licenses and Permits, except Company Subsidiaries; provided that in no event shall any increase of any payment in the ordinary course of business consistent with past practice; under clause (gv) Except for increase such person’s compensation by more than five percent (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii5%) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except aggregate except as required by GAAP, make any material change set forth in any method of accounting or make any material tax election other than (i) an election made consistent with past practices Section 3.9 of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, to do any of the foregoingDisclosure Schedule.

Conduct of the Business. During the period from (a) From the date of this Agreement to the earlier of hereof until the Closing Date or the earlier termination of this Agreement pursuant to its termsAgreement, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it the Sellers shall cause the Companies and the Transferred Subsidiaries Company to use its commercially reasonable efforts to conduct their businesses its and its Subsidiaries’ business in the ordinary course consistent with past practiceof business, and will use reasonable best efforts consistent therewith to cause except as set forth on the Companies and Covenants Exceptions Schedule. (b) From the Transferred Subsidiaries to keep intact their respective businessesdate hereof until the Closing Date or the earlier termination of this Agreement, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except except as otherwise contemplated by this Agreement, as required by applicable Law, set forth on the Covenants Exceptions Schedule or as specifically set forth consented to in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of writing by the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned delayed or delayed):conditioned), the Sellers shall cause the Company and each of its Subsidiaries to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize not (A) amend or propose to amend the issuancerespective certificates of incorporation, sale bylaws, certificates of formation or pledge of, limited liability company agreements or other organizational documents of the Company or any of its Subsidiaries in any manner or (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iiiB) split, combine or reclassify the capital stock or other Equity Interests of the Company or any of its Subsidiaries; (ivii) purchasenot issue, redeem sell, pledge, transfer or otherwise acquire dispose of, or agree to issue, sell pledge, transfer or dispose of, any shares of capital stock or other Equity Interests of the Company or any of its Subsidiaries or issue any shares of capital stock or Equity Interests of any class or issue or become a party to any subscriptions, warrants, rights, options, phantom equity, equity appreciation or other incentive equity rights, convertible securities convertible into or exchangeable other agreements or exercisable for commitments of any character relating to the issued or unissued capital stock or other Equity Interests of the Company or any of its Subsidiaries (other than this Agreement and the agreements contemplated hereby), or grant any stock appreciation or similar rights; (iii) not redeem, purchase or otherwise acquire any outstanding shares of capital stock, stock or other Equity Interests of the Company or any rights, warrants of its Subsidiaries or options to acquire declare or pay any such shares non-cash dividend or make any other distribution of cash or other convertible securities property to any Person other than the Company or one or more of any its Subsidiaries on or prior to the Closing Date, except for the redemption of the Companies or Non-Voting MRPS Shares for an amount equal to the Transferred SubsidiariesNon-Voting MRPS Redemption Amount in accordance with Section 3.02(b); (biv) Amend not (A) grant to any current or former employee, officer, director, or individual service provider of the Constituent Documents of Xxxxxx Xxxxxx, MK Holding Company or any Transferred Subsidiary, of its Subsidiaries any increase in compensation or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)benefits, except (1) for regularly scheduled base salary increases made in the ordinary course of business consistent with past practice; practice or (d2) Adopt a plan of complete as may be required by applicable Law or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to EmployeesPlan or Canadian Employee Benefit Plan; (B) modify, establish, enter into, amend, or terminate any Plan or Canadian Employee Benefit Plan (ivor any arrangement that would constitute a Plan or Canadian Employee Benefit Plan, if adopted and in effect on the date hereof) take any action to or accelerate the time of payment, vesting or payment, or fund or in funding of any other way secure the payment, of compensation or benefits under any Plan or Canadian Employee Benefit Plan applicable predominately to Employeesor otherwise (or any arrangement that would constitute a Plan or Canadian Employee Benefit Plan, if adopted and was in effect on the date hereof), except to the extent not already provided in required by Law or the terms of any such Plan or Canadian Employee Benefit Plan or contract; (vC) change terminate the employment of any actuarial individual with an annual base salary in excess of $150,000.00, other than for cause; (D) pay or other assumptions used to calculate funding obligations with respect provide to any Benefit Plan applicable predominately to Employees current or to change former employee, director, executive officer or independent contractor any compensation or benefit, other than the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any payment of the Licenses and Permits, except base compensation in the ordinary course of business consistent with past practicepractice except to the extent required by Law or the terms of any Plan or Canadian Employee Benefit Plan or contract; (E) hire any employee or engage any individual independent contractor with annual base salary or fees in excess of $150,000.00; or (F) implement any employee layoffs triggering the WARN Act or similar foreign, state, or local Law; (gv) Except for (i) Indebtedness to Sellernot sell, either lease, transfer or otherwise dispose of, any material owned property or assets of the Companies Company or any of its Subsidiaries, except for (A) the Transferred Subsidiaries sale, lease, transfer or (ii) disposition of inventory or obsolete machinery or equipment in the ordinary course of business and consistent with past practicepractice and, incur (B) as to the Leased Real Property, the exercise of the Company’s or any Indebtednessof its Subsidiaries’ rights and remedies under any Lease, in the ordinary course of business, including any expiration, termination, renewal, expansions, reductions or similar rights as to such Leased Real Property; (hvi) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAPpast practice, not offer discounts on the sale of any products, the provision of services or the payment of accounts receivable; (lvii) Except as except in the ordinary course of business and consistent with past practice, not offer premiums on the purchase of raw materials; (viii) except in the ordinary course of business and consistent with past practice, not increase or decrease levels of the Company’s inventory; (ix) not enter into, amend or terminate any contract listed or that would be required to be listed on the Contracts Schedule (other than in the ordinary course of business consistent with past practices) or any Lease of Leased Real Property; (x) not reasonably be expected acquire any business or Person, by merger or consolidation, purchase of assets or Equity Interests, or by any other manner, in a single transaction or a series of related transactions; (xi) except in accordance with the capital budget of the Company and its Subsidiaries, not commit or authorize any commitment to result make any, in an increased Tax liability excess of two hundred thousand dollars ($200,000) in the aggregate, capital expenditures or not fail to make capital expenditures in accordance with such budget; (xii) not incur any indebtedness for a taxable period borrowed money, guarantee any Liability of any other Person, or mortgage or encumber any of its assets (other than Permitted Liens) or portion thereof) ending after permit any of the Closing Date Company’s or any of its Subsidiaries’ assets to become subject to any Liens (other than Permitted Liens), other than with respect to PurchaserIndebtedness that will repaid at or prior to the Closing or Liens that will be released at or prior to Closing; provided, however, any liens under clause (vi) of the Companies definition of “Permitted Liens” shall not be considered Permitted Liens for purposes of this Section 8.01(b)(xii); (xiii) not make any change in any method of accounting or the Transferred Subsidiariesauditing practice, makeincluding any working capital procedures or practices, amendother than changes required as a result of changes in GAAP or applicable Law; (xiv) not make any loans, advances or capital contributions to, or revoke investments in, any other Person other than loans, advances or capital contributions by of the Company or any of its Subsidiaries (A) to any Subsidiary or (B) to any employee in connection with travel, entertainment and related business expenses or other customary out-of-pocket expenses in the ordinary course of business; (xv) not (A) make or change any material election relating to Taxes; Tax election, (B) change any Tax accounting period, (C) adopt or change any accounting material method relating to Taxes; of Tax accounting, (D) file any amended Income Tax Return or other material Tax Return; , (E) enter into any Tax allocation, sharing, Tax allocation, Tax indemnity or similar agreement; enter into agreement or arrangement or any “closing agreement; ” or any similar agreement or arrangement with any taxing authority, (F) settle or compromise any claim or assessment relating to Taxes; in respect of a material amount of Tax, (G) consent to any extension or waiver of the limitations period applicable to any Taxes material Tax claim or assessment, (H) surrender or waive any claim for a refund of Taxes, (I) apply for any private letter ruling or other Tax Returns; enter into ruling, or (J) incur any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, Tax Liability other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1business; (mxvi) Cancel not (A) fail to make, or fail to cause to be made, any material indebtedness requisite filings, renewals, recordings, payments, and other acts with an applicable Governmental Body to maintain and protect Company Intellectual Property except in the case where the Company would be unable to support the renewal of such Company Intellectual Property in the ordinary course of business; (B) sell, dispose of, or abandon any Company Intellectual Property; (C) license any Company Intellectual Property except as would be done in the ordinary course of business; or (D) disclose, or cause to be disclosed, any confidential information relating to any Company Intellectual Property to a third party who is not subject to a non-disclosure agreement that prevents the further disclosure of such information; (xvii) not commence, compromise, settle or release any litigation or claim (including any class action or any claim involving a Governmental Body) for an amount that would, individually or in the aggregate) , reasonably be expected to exceed one hundred thousand dollars ($100,000), or waive any claims or rights of substantial value in excess of $10,000,000material right with respect thereto; (nxviii) Acquire not undertake or commence any environmental sampling, analysis or any other environmental investigatory, corrective or remedial action relating to or otherwise on, in, at or under any property or assets, including any property or assets of the Company or any of its Subsidiaries, except to the extent such action is required by merging or consolidating withEnvironmental Laws, and then only to the extent any such action is in the ordinary course of business and consistent with past practice; and (xix) not authorize, or by purchasing a substantial portion of the assets of, commit or by any other manner, any business agree (whether orally or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, ) to do take any of the foregoingaction described in this Section 8.01(b).

Conduct of the Business. During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, (a) Except as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreementother Transaction Documents, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of from the Companies or the Transferred Subsidiaries to take any of the following actions, prior date hereof to the earlier of Closing, unless the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser Investor otherwise consents thereto in writing (such consent not to be unreasonably withheld), conditioned or delayed):the Company and its Subsidiaries shall conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice and shall use commercially reasonable efforts consistent with past practice to preserve the relationships of the Company and its Subsidiaries with their respective material customers, material suppliers, employees, consultants, contractors and others having material relationships with the Company and such Subsidiaries and maintain the business operations, organization and goodwill of the Company. (ab) Except for Without limiting the Pre-Closing Dividendgenerality of Section 5.01(a), except as otherwise expressly required by this Agreement, or, solely with respect to clause (v) below, as required by applicable Law, from the date hereof to the Closing, unless the Investor otherwise consents thereto in writing, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: (i) issueestablish a record date for, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, aside for payment or make any other distributions payment in respect of, (iii) split, combine any dividend or reclassify or (iv) purchase, redeem or otherwise acquire other distribution upon any shares of capital stock of the Company, other than the Company’s regular quarterly cash dividend on the Common Stock of up to $0.18 per share of Common Stock per quarter with record and payment dates consistent with the quarterly record and payment dates in 2016; (ii) redeem, repurchase or otherwise acquire any class of the Company’s capital stock or securities convertible into other equity or exchangeable or exercisable for shares of capital stockvoting interests, or any rights, warrants or options to acquire any such shares of its capital stock or other convertible securities equity or voting interests of the Company or any of the Companies or the Transferred its Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale repurchases of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except capital stock in the ordinary course of business consistent with past practicepursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof; (diii) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of amend the Companies or the Transferred Subsidiaries Company Charter Documents (other than with respect filing the Certificate of Designations as provided hereunder), the committee charter of the Compensation Committee of the Board or any corporate governance policy of the Company pertaining to any transfer to Seller or members of the Board, in each case in a manner that would affect the Investor in an Affiliate adverse manner as a holder of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)the Preferred Shares; (eiv) Except as required pursuant to authorize, issue, split, combine, subdivide or reclassify any Benefit Plan capital stock, or Contract securities exercisable for, exchangeable for or convertible into capital stock, or other equity or voting interests of the Company other than (A) the authorization and issuance of the Preferred Shares in effect prior to the date of accordance with this Agreement or otherwise in and the ordinary course consistent with past practice, Certificate of Designations and any Conversion Shares and (iB) grant or provide any severance or termination payments or benefits in excess issuances of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or paymentcapital stock, or fund securities exercisable for, exchangeable for or in any other way secure the paymentconvertible into capital stock, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except Company in the ordinary course of business consistent with past practicepursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof; (gv) Except for (i) Indebtedness to Seller, either change any of the Companies methods of accounting, accounting practices or policies in any material respect of the Company or any of the Transferred Subsidiaries its Subsidiaries, other than such changes as required by GAAP or (ii) in the ordinary course of business consistent with past practice, incur any Indebtednessa Governmental Entity; (hvi) Except as required by GAAP, make merge or consolidate the Company or any material change in of its Subsidiaries with any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)Person; (ivii) Enter into (A) file, or consent by answer or otherwise to the filing against the Company or any new material line of business; its Subsidiaries of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, insolvency, reorganization, moratorium or other similar Law of any jurisdiction, (jB) Settle make an assignment for the benefit of the creditors of the Company or any Action where such settlement would reasonably be expected of its Subsidiaries, (C) consent to impose any material restriction on the Companies appointment of a custodian, receiver, trustee or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent other officer with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date similar powers with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income any of such Company its Subsidiaries or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Periodsubstantial part of its or their property, (D) dissolve, liquidate or wind up the portion Company or (E) take any corporate action for the purpose of such Straddle Period beginning after any of the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1foregoing; (mviii) Cancel (A) acquire, in a single transaction or a series of related transactions, any material indebtedness (individually business or in the aggregate) Person, by merger or waive any consolidation, purchase of assets, properties, claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets ofequity interests, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets for an aggregate purchase price (other than inventorywhen taken together with all such acquisitions) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 100 million, other than the acquisition of the Target; (ix) take any action that causes, or make or incur any such expenditures whichwould reasonably be expected to cause, in the aggregate, are in excess of $10,000,000Common Stock to cease to be eligible for listing on NYSE; or (px) Agreeagree, authorize, resolve or recommend, whether in writing or not in writingotherwise, to do do, or take any action reasonably likely to lead to or result in, any of the foregoing.

Conduct of the Business. (a) During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsClosing, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth the Investor shall otherwise agree in Schedule 7.1writing in advance with respect to the Business, Seller the Company covenants and agrees that it to, and shall cause the Companies and Associated Subsidiaries to, (i) conduct the Transferred Subsidiaries to conduct their businesses Business in the ordinary and usual course in a manner consistent with past practice, and will (ii) use reasonable their best efforts consistent therewith to cause preserve intact its present business organization, (iii) make available to the Companies Investor the services of the officers and employees of the Transferred Subsidiaries to keep intact their respective businessesBusiness, to maintain (iv) preserve the good will and preserve relationships with key customers, employees, suppliers, regulators suppliers and others having business relationships dealings with the Companies Business and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall (v) not permit take any action which would cause any of the Companies or the Transferred Subsidiaries to take any representations and warranties of the following actionsCompany in Article III to be untrue or incorrect in any material respect as of the Closing. From December 31, prior to the earlier of 1997 through the Closing Date or the termination of this Agreement pursuant to its termsCompany will not, without and will cause the prior written consent of Purchaser (such consent Associated Subsidiaries not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, aside or pay any dividends or distributions onwith respect to their respective capital stock, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of their respective capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities (except for payments of cash dividends and redemptions for cash) or (ii) pay any indebtedness or accounts payable except for indebtedness or accounts payable of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect Business to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except third parties in the ordinary course of business consistent with past practice;(it being expressly understood that no payments will be made on any intercompany notes). (db) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of During the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to period from the date of this Agreement to the Closing, except as otherwise provided for in this Agreement or Section 5.2 of the Disclosure Schedule or as the Investor shall otherwise in consent, the ordinary course consistent Company covenants and agrees that, with past practicerespect to the Business, it shall not, and it shall not permit its Associated Subsidiaries to: (i) grant or provide any severance or termination payments or benefits in excess other than (a) sales of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except products in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Sellerbusiness, either of the Companies or any of the Transferred Subsidiaries or (iib) sales of obsolete plants and equipment in the ordinary course of business consistent with past practicebusiness, incur sell, transfer, convey, assign or otherwise dispose of, or agree to sell, transfer, convey, assign or otherwise dispose of, any Indebtedness; (h) Except as required by GAAPof its assets or properties, make or suffer or permit the creation of any material change in any method of accounting or make any material tax election Encumbrance; other than (i) an election made consistent with past practices of in the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line ordinary course of business; (jii) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than (a) Commitments to distributors in the ordinary course of business consistent with past practice or a (b) in the ordinary course of business consistent with past practice (x) take any action, or enter into or authorize any Commitment or transaction that is permitted under Section 7.1or (y) terminate, modify, amend or otherwise alter any material terms or provisions of any of its Commitments, except as expressly contemplated by this Agreement; (miii) Cancel abandon, sell, pledge, alter, amend or enter into any material indebtedness (individually licensing or in the aggregate) or waive contractual arrangements with respect to any claims or rights of substantial value in excess of $10,000,000Intellectual Property Rights; (niv) Acquire by merging or consolidating withfail to pursue the collection of receivables in the ordinary course of business, or by purchasing a substantial portion fail to discharge its payables in the ordinary course of the assets of, or by any other manner, any business or otherwise make any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, material change in the aggregate, are in excess course of $10,000,000dealing with customers or suppliers as a whole; or (pv) Agree, whether agree or not in writing, commit to do any of the foregoing.

Conduct of the Business. During the period from From the date of this Agreement to the earlier of hereof until the Closing Date or the termination of this Agreement pursuant to its termsDate, except as set forth in Schedule 5.01, as required by applicable Law, as otherwise contemplated required or permitted by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Lawother Transaction Documents, or as specifically set forth in Schedule 7.1 of Sellerotherwise with Buyer’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):), Parent and the Sellers shall cause the Business Entities to conduct the Business in all material respects in the ordinary course consistent with past practice and to use their commercially reasonable efforts to preserve intact their respective businesses and relationships with customers, regulators, suppliers, lessors, licensors, distributors, creditors, employees and agents. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth in Schedule 5.01, as required by applicable Law, as permitted or contemplated by this Agreement or the other Transaction Documents, or otherwise with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), solely with respect to the Business, Parent and the Sellers shall cause the Business Entities not to: (a) Except for amend or modify (whether by merger, consolidation or otherwise) the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock Organizational Documents of any class Business Entity, except for such amendments or securities convertible into modifications in connection with changes in the directors or exchangeable or exercisable for shares officers of capital stockan Business Entity, or any rights, warrants or options to acquire any such shares or other convertible securities of any change the name of the Companies Business Entities in accordance with Section 5.08(c) or to amend the Transferred Subsidiariesarticles of association of Aleris Germany to provide for its financial year to end on a date prior to the Closing Date; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding merge or consolidate any Transferred SubsidiaryBusiness Entity with, or enter into a plan of consolidationpurchase stock or assets of, mergeror otherwise acquire the business of, share exchange, reorganization or similar business combinationany other Person; (c) Enter into any Contract with respect to any salesell, transfer, assignment, acquisition, disposition lease or Encumbrance otherwise dispose of the stock or assets of any amount Business Entity, except (i) sales of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller inventory or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except assets in the ordinary course of business consistent with past practice, (ii) disposal of obsolete inventory or other obsolete or worn-out assets or (iii) the abandonment or non-renewal of non-material Intellectual Property in the ordinary course of business; (d) Adopt a plan issue, sell, pledge, transfer, dispose of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization encumber any capital stock or other reorganization involving any of the Companies equity interests of, or the Transferred Subsidiaries (other than with respect become a party to any transfer to Seller or an Affiliate of Seller subscriptions, warrants, rights, options, convertible securities, voting or other sale similar agreements or liquidation of auction rate securitiescommitments relating to the capital stock or other equity interests of, Limited Partnership Interests or Other Investments contemplated under Section 7.25)a Business Entity; (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or material change in any other way secure the payment, method of compensation accounting or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan accounting practice or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determinedpolicy, except as may be required by applicable Law or GAAP; (f) Modify (i) increase the compensation or rescind benefits payable to any of the Licenses and PermitsBusiness Employee, (ii) grant any new retention, severance or termination pay to any Business Employee or (iii) enter into or amend any employment, consulting, indemnification, severance, retention or termination agreement with any Business Employee, except in each case (A) in the ordinary course of business, (B) as reflected in the budget or financial forecast previously made available to Buyer, (C) as required by the terms of this Agreement, applicable Law or the terms of any Transferred Entity Plan, Parent Plan, or any Contract in existence on the date hereof or (D) in connection with renewals of Bargaining Agreements that do not increase aggregate costs by more than 3% per year; (g) adopt or enter into any new Transferred Entity Plan or amend or modify in any material respect or terminate any existing Transferred Entity Plan, except (i) in the ordinary course of business, (ii) as reflected in the budget or financial forecast previously provided to Buyer or (iii) as required by the terms of this Agreement, applicable Law or the terms of any Transferred Entity Plan, Parent Plan or any Contract in existence on the date hereof; (h) enter into or amend any Bargaining Agreement or, through negotiation or otherwise, make any binding commitment to any labor organization with respect to the Business Employees, except (i) in the ordinary course of business, (ii) as required by the terms of this Agreement or applicable Law or (iii) except as set forth on Schedule 5.01(h); (i) make any loans or advances to, or equity investments in, any Person, except (i) advancement of trade credit to customers or expenses to employees in the ordinary course of business consistent with past practiceor (ii) any loans or advances to, or investments in, wholly-owned Business Entities; (gj) Except authorize new capital expenditures in excess of $500,000 individually or $2,000,000 in the aggregate, except for capital expenditures (i) Indebtedness pursuant to SellerContracts in existence on the date hereof and disclosed on Schedule 3.16(a), either of the Companies or any of the Transferred Subsidiaries or (ii) reflected in the budget or financial forecast previously provided to Buyer; (k) amend, modify in any way adverse to the Business Entity party thereto or terminate or waive rights under, compliance with the terms of or breaches under, any Material Contract, except (i) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies termination due to Seller and its Affiliates uncured breach by the counterparty under or (other than the Companies and their respective Subsidiaries); (iiii) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except renewal in the ordinary course of business and consistent with GAAPprior to the expiration of such Material Contract; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period cancel, compromise or settle any Action, except (or portion thereofi) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice and (ii) involving only the payment of less than $250,000 with respect to an individual claim or a transaction that is permitted under Section 7.1one or more related claims, or $1,000,000 in the aggregate, and which do not impose any other liability, restriction or admission of fault on the Business Entities or the conduct of the Business; (m) Cancel (i) make or change any material indebtedness Tax election, (individually ii) change any annual Tax accounting period, (iii) adopt or change any material method of Tax accounting, (iv) compromise or settle any material Tax Liability or (v) amend any material Tax Return, in each case except (A) in the aggregateordinary course of business, (B) if such action would reasonably be expected not to have a material effect on the Tax Liability of any Business Entity for any Post-Closing Tax Period, or waive any claims or rights (C) if such action is required to end the German Tax Group with effect after the date hereof and prior to the Closing Date (including a change of substantial value in excess the financial year of $10,000,000;Aleris Germany and the termination of the PLPA); or (n) Acquire by merging adopt a plan of complete or consolidating withpartial liquidation, or by purchasing a substantial portion of the assets ofdissolution, or by any other mannermerger, any business or any corporationconsolidation, partnershiprestructuring, association recapitalization or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialreorganization; (o) Make enter into any “non-compete,” right of first refusal or incur similar agreement that would restrict the Business following the Closing or that would in any capital expenditure way restrict the business of Buyer or its Affiliates or take any action that is not currently approved in writing may impose new or budgeted and thatadditional material regulatory requirements on Buyer or any of its Affiliates; (p) sell, individuallytransfer, is in excess license, abandon, cancel, let lapse, fail to renew, fail to continue to prosecute, protect, or defend, or otherwise dispose of $2,500,000 or make or incur any such expenditures which, material Intellectual Property owned by the Business Entities other than in the aggregateordinary course of business, are in excess of $10,000,000consistent with past practice; (q) incur, create or assume any material Lien other than Permitted Liens; (r) cancel or compromise any material Indebtedness or waive any material rights without receiving a realizable benefit or similar or greater value; or (ps) Agree, whether agree or not in writing, commit to do any of the foregoing. For the avoidance of doubt, prior to the Closing, Parent and the Sellers shall be permitted to (A) cause each Business Entity to dividend, distribute or otherwise pay to Parent, the Sellers or any of their respective Affiliates any Cash of such Business Entity, including through share repurchases or capital reduction arrangements in foreign jurisdictions, (B) remove, or cause any Business Entity to remove, and pay to Parent, the Sellers or any of their respective Affiliates any Cash held in any bank account, (C) settle Intercompany Balances and make capital increases in connection therewith, and (D) enter into Contracts in connection with any of the foregoing; provided that Parent shall be responsible for any Taxes arising as a result of any such action. Without in any way limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that prior to Closing nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operation of the Business Entities, and prior to Closing, Parent, the Sellers and the Business Entities shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Conduct of the Business. During Azur agrees, as to itself and its Subsidiaries, that, during the period from the date of this Agreement to the earlier of the Pre-Closing Date or the termination of this Agreement pursuant to its termsPeriod, except as required by applicable Lawset forth in Section 5.4 of the Azur Disclosure Schedule, as otherwise contemplated in Schedule 1, as required by this Agreement or the Related Agreements, as specifically set forth reasonably necessary to effect the Reorganization (subject to and in Schedule 7.1, Seller agrees that it shall cause the Companies accordance with this Agreement and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable LawRelated Agreements), or as specifically set forth otherwise agreed to in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser writing by Jazz (such consent agreement not to be unreasonably withheld, conditioned or delayed):), (x) each of the Azur Group Entities shall conduct its business and operations solely in the ordinary course of business and consistent with past practices and, to the extent consistent therewith (and subject to the restrictions set forth in this Section 5.4(a)), (y) each of the Azur Group Entities will use commercially reasonable efforts to preserve and maintain existing relations and goodwill with Governmental Authorities, employees, customers, brokers, suppliers and other Persons with which any of the Azur Group Entities has significant business relations and (z) subject to applicable Law as agreed in good faith by counsel to Jazz, Azur shall not and shall cause each of the Azur Group Entities not to, directly or indirectly do, or commit to do, any of the following: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, accrue, set aside, aside or pay any dividends or distributions on, dividend or make any other distributions distribution in respect ofof any shares of capital stock or other securities, (iii) split, combine or reclassify or (iv) purchaserepurchase, redeem or otherwise acquire any shares of capital stock or other securities of, or other ownership interests in, any Azur Group Entity; (ii) issue, deliver, pledge, encumber, sell or authorize to sell any shares of capital stock of or other equity interests in any class Azur Group Entity, or any securities convertible into or exchangeable or exercisable for any such shares of capital stockstock or other equity interests, or any rights, warrants or options to acquire any such shares of capital stock or other convertible equity interests, except with respect to exercise of Azur Options outstanding prior to the date of this Agreement; (iii) amend or otherwise alter (or propose any amendment or alteration to) the Governing Documents of any Azur Group Entity or amend any terms of the outstanding securities of any of the Companies or the Transferred SubsidiariesAzur Group Entity; (biv) Amend effect or become a party to any Contract relating to a Competing Transaction with respect to each Azur Group Entity, recapitalization, reclassification of shares, stock split, reverse split or similar transaction with respect to each Azur Group Entity, or make any investment in any equity securities of any other Person, including any joint venture, or acquire the Constituent Documents stock or all or substantially all of Xxxxxx Xxxxxx, MK Holding the assets or rights of any other Person or any Transferred Subsidiary, or enter into a plan division of consolidation, merger, share exchange, reorganization or similar business combinationany other Person; (cv) Enter into any Contract with respect to any salesell, lease, license, assign, transfer, assignmentabandon, acquisition, disposition convey or Encumbrance otherwise dispose of any amount assets, securities, rights or property of assets any Azur Group Entity, other than in each case (A) sales of inventory and equipment in the ordinary course of business and consistent with past practices, or securities (B) not individually in excess of $10,000,000 500,000; (vi) incur any Indebtedness, enter into any new or amend existing facilities relating to Indebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities or guarantee any debt securities; (vii) create or permit the creation of any Lien (other than a Permitted Lien) on any of the assets of any Azur Group Entities other than in the ordinary course of business and consistent with respect past practices; (viii) except in the ordinary course of business and consistent with past practices, enter into or adopt any new, or amend or terminate any existing, Benefit Plan (including any trust or other funding arrangement), other than as required by Law; (ix) except to the sale of securities in compliance with extent required by the terms of any Benefit Plan or any transfer Contract with an Independent Contractor or consultant (or similar relationship) of any Azur Group Entity existing as of the date of this Agreement or adopted or entered into after the date of this Agreement without violation of this Section 5.4(a): (A) make any new grant or award, or vest, accelerate or otherwise amend any existing grant, benefit or award, under any Benefit Plan, (B) increase the compensation payable to Seller any Employee, Independent Contractor, consultant (or Affiliate similar relationship) or director of Seller any Azur Group Entity (C) pay any severance or other sale bonus to any Employee, current or liquidation former Independent Contractor, consultant (or similar relationship) or director of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practiceany Azur Group Entity; (dx) Adopt enter into any Contract pursuant to which any Azur Group Entity may become obligated to make any severance, termination or similar payment, or any bonus or similar payment (other than payment in respect of base salary), to any Employee, current or former Independent Contractor, consultant (or similar relationship) or director of any Azur Group Entity; (xi) terminate any employee other than for cause (in which case Azur shall first consult with Jazz), or hire any employee, in either case, whose annual base compensation exceeds or would exceed $150,000; (xii) enter into or forgive any loan to employees, directors, or consultants; (xiii) enter into any new collective bargaining agreement or agreement with a trade union; (xiv) contribute any material amount to any trust or other arrangement funding any Benefit Plan, except to the extent required by the existing terms of such Benefit Plan, trust or other funding arrangement, by any collective bargaining agreement, by any written employment agreement existing on the date of this Agreement, or by applicable Law; (xv) (A) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization involving or (B) enter into any agreement or exercise any discretion providing for acceleration of payment or performance as a result of a change of control of any Azur Group Entity; (xvi) renew or enter into any Contract with any non-compete or exclusivity provisions that would contractually restrict or limit the operations of any Azur Group Entity in any material respect; (xvii) (A) enter into, or permit any of the Companies assets owned or the Transferred Subsidiaries (used by it to become bound by any contract that is or would constitute a Material Contract, other than Contracts specifically relating to actions falling with the exceptions to the covenants set forth in clauses (v), (xi) or (xxiv) of this Section 5.4(a), or (B) modify in any material respect, amend in any material respect or terminate any Material Contract; (xviii) enter into any Contract, other than in the ordinary course of business and consistent with past practices and that does not require (x) a term in excess of one year or (y) payments by any Azur Group Entity in excess of $500,000 per annum; (xix) other than (A) in connection with any actual or alleged breach of this Agreement or any Related Agreement or (B) the commencement of any litigation for patent infringement in response to any certification of non-infringement or invalidity in respect of any Approved Product contained in any ANDA or similar filing, commence or settle or compromise any litigation, or waive, release, relinquish or assign any material claims or material rights, including with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Azur IP Rights; (exx) Except adopt any change, other than as required pursuant by IFRS, in its accounting policies, procedures or practices; (xxi) license or permit any rights to lapse in any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, Material Azur IP Rights; (iA) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or change in any other way secure the payment, annual accounting period or adopt or change a method of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determinedaccounting for Tax purposes, except as may be required by GAAP; applicable Law, (fB) Modify make or rescind change any Tax election, (C) file or amend any Tax Return or (D) enter into any closing agreement, settle any Tax claim or assessment relating to any of the Licenses and PermitsAzur Group Entities, except surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Azur Group Entity (in each case other than elections, filings, settlements, closing agreements, extensions or waivers made in the ordinary course of business consistent with past practice; (gpractices) Except for (i) Indebtedness to Sellerif such election, either adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies Azur Group Entities or the Transferred Subsidiaries that would remain in effect Jazz Group Entities for any period ending after the Closing Date or decreasing any Tax attribute of any Azur Group Entity or the Jazz Group Entities existing on the Closing Date; (kxxiii) Materially increase or decrease the Reserve Amount lend money to any person (except for business expenses to its current employees in the ordinary course of business and consistent with GAAPpast practices) or guarantee the indebtedness of any Person; (lxxiv) Except as would not reasonably be expected make any capital expenditures, except for capital expenditures that, when added to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver all other capital expenditures made on behalf of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in Azur Group Entities during the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Pre-Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of do not exceed $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,0001 million; or (pxxv) Agree, whether agree or not in writing, commit to do any of the foregoing.

Conduct of the Business. During the period from (a) From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsAgreement, except as required by applicable LawSellers shall, as otherwise contemplated by consistent with the other provisions of this Agreement or as specifically set forth in Schedule 7.1Agreement, Seller agrees that it use their reasonable best efforts to, and shall cause the Companies and the Transferred respective Subsidiaries to use their respective reasonable best efforts to, conduct their businesses the portion of the CRS Business conducted by them in the ordinary course consistent with past practicepractice and maintain, generally, their existing relations and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships goodwill with key customers, employeespartners, Borrowers, vendors, suppliers, regulators regulators, licensors and others having business relationships with licensees and other third parties relating to the Companies and CRS Business. (b) From the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant Agreement, except as (1) otherwise expressly contemplated by this Agreement, (2) consented to its terms, without the prior written consent of in writing in advance by Purchaser (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed):), or (3) required by Applicable Law, each Seller shall not, and shall cause its respective Subsidiaries (as applicable) not to: (a) Except for the Pre-Closing Dividend, (i) issueMaterially amend, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem terminate or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of materially modify any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (CRS Account Agreements other than with respect to in the sale ordinary course of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller business; provided that Sellers may modify interest rates, fees and other similar terms, waive late fees or other sale similar fees or liquidation of auction rate securitiescharges and change credit limits on CRS Accounts or terminate CRS Account Agreements, Limited Partnership Interests or Other Investments contemplated under Section 7.25)in each case, except in the ordinary course of business consistent with past practicepractice and on a basis consistent with its written policies, practices and procedures in effect as of the date hereof; (dii) Adopt a plan of complete or partial liquidationWith respect to the CRS Business, dissolution, consolidation, restructuring, recapitalization or other reorganization involving (A) materially modify any of the Companies or the Transferred Subsidiaries its accounting practices (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided that any change in any such Benefit Plan accounting practices would be binding on or otherwise affect the Acquired Assets, the Assumed Liabilities or Purchaser following the Closing) or (vB) change materially modify any actuarial of its written policies or procedures (including policies and procedures applicable to underwriting accounts, credit, risk management, servicing, posting, recoveries, charge-off, re-aging, workout, collections, credit line adjustments, data or physical security, delinquency, accounting or reporting methods or other assumptions used operating policies, practices or procedures or its method of assigning and releasing status codes), or (C) fail to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner conduct such CRS Business in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except all material respects in the ordinary course of business consistent with past practicepractice with respect to the matters specified in the foregoing clause (B), except to comply with Applicable Law or at the direction of any Governmental Entity with jurisdiction over the applicable Selling Entity; (giii) Except for Fail to comply in any material respect with any Applicable Law governing the Acquired Assets and the CRS Business; (i1) Indebtedness to SellerHire, either terminate, or transfer any employee (or other service provider) of the Companies CRS Business, other than hires and terminations in the ordinary course of business consistent with past practice for employees, (2) increase the compensation or any benefits payable to the Business Employees, by an aggregate amount that is greater than 4% of the Transferred Subsidiaries base salary or (ii) base wage, other than increases in the ordinary course of business consistent with past practice, incur or (3) enter into, renew, amend, or terminate any IndebtednessEmployee Plan or any collective bargaining agreement with respect to the Transferred Business Employees; provided, however, that nothing in this Section 6.2(b)(iv)(3) shall limit the ability of Sellers or any of their respective Subsidiaries to adopt, modify, amend or terminate any employee benefit plan, program, policy, arrangement or practice on terms that apply uniformly to the employees of Sellers or their Subsidiaries generally; (hv) Except Terminate or materially modify any Assigned Lease, or place, or knowingly permit to be placed, any Lien (other than a Permitted Lien) upon any of the Acquired Assets; (vi) Fail to maintain the Business Premises in a condition substantially the same as of the date of this Agreement, ordinary wear and use excepted; (vii) Fail to maintain in effect all property, liability, fire and casualty insurance in effect as of the date hereof, on substantially the same terms as currently in effect, with regard to the Business Premises; (viii) Terminate or materially modify any Acquired Contract, other than (1) as required by GAAPits existing terms, make (2) modification in connection with renewals of Acquired Contracts in the ordinary course consistent with past practice, or (3) as a result of action by the other party to such Acquired Contract; (ix) Sell, transfer or convey any material change in any method property that is part of accounting or make any material tax election the Acquired Assets, other than (i1) an election made consistent with past practices as required by the existing terms of any Contract existing as of the Companies and the Transferred Subsidiaries date hereof or (ii2) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)transfers among Selling Entities; (ix) Enter into Except at the request of a Borrower, move any new material line of businessBorrower from a CRS Account to any other credit card product offered by Sellers; (jxi) Take any action with respect to the CRS Accounts that would reasonably be expected to prohibit Purchaser from making changes following the Closing to the annual percentage rates or fees charged to Borrowers; (xii) Release, compromise or waive any material claim or right that is part of the Acquired Assets; (xiii) Settle or compromise any Action where litigation or investigation if such settlement or litigation would reasonably be expected to impose any material restriction obligation or material liability on the Companies Acquired Assets, the Assumed Liabilities or Purchaser or any of its Subsidiaries (other than any settlement or compromise providing solely for the payment of money damages that is included as a liability on the Estimated Closing Statement or Final Closing Statement); or (xiv) Authorize or enter into any agreement or commitment with respect to any of the foregoing. (c) From the date hereof until the earlier of the Closing Date or the Transferred termination of this Agreement, except as (1) otherwise expressly contemplated by this Agreement, (2) consented to in writing in advance by Sellers (which consent shall not be unreasonably withheld or delayed), or (3) required by Applicable Law, Purchaser shall not, and shall cause its Subsidiaries not to: (i) amend its governing documents in a manner that would remain in effect after affect the Closing DateSellers adversely relative to other holders of Purchaser Common Stock; (kii) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date solely with respect to Purchaser, (a) adjust, split, combine or reclassify the Companies Purchaser Common Stock, or (b) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any Purchaser Common Stock or any of its other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the Transferred Subsidiaries, make, amend, occurrence of certain events) into or revoke exercisable or exchangeable for any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing DatePurchaser Common Stock, other than in the ordinary course of business consistent with past practice making, declaring or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value paying regular quarterly dividends on Purchaser Common Stock not in excess of $10,000,0000.05 per share of Purchaser Common Stock per quarter with substantially the same record dates as have been utilized in recent periods; (niii) Acquire by merging adopt a plan of complete or consolidating withpartial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or by purchasing a substantial portion reorganization of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000Purchaser; or (piv) Agreeenter into any Contract to, whether or not in writingotherwise agree or commit to, to do any of the foregoing.

Conduct of the Business. During Each of the period Company and Parent covenants and agrees that: (a) Except as expressly contemplated by this Agreement or the Additional Agreements or as set forth on Schedule 6.1(a), from the date of this Agreement to hereof until the earlier of the Closing Date or and the termination of this Agreement pursuant in accordance with its terms (the “Interim Period”), each party shall (i) conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable in the ordinary course of business), consistent with past practices, (ii) duly and timely file all material Tax Returns required to be filed (or obtain a permitted extension with respect thereto) with the applicable Taxing Authorities and pay any and all Taxes due and payable during such time period, (iii) duly observe and comply with all applicable Law and Orders, and (iv) use its termscommercially reasonable efforts to preserve intact its business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement or the Additional Agreements, or as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause from the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to date hereof until the earlier of the Closing Date or and the termination of this Agreement pursuant to in accordance with its terms, without the other party’s prior written consent of Purchaser (such consent which shall not to be unreasonably withheldconditioned, conditioned withheld or delayed):), neither the Company nor Parent shall, or permit its Subsidiaries to: (a) Except for the Pre-Closing Dividend, (i) issueamend, sell modify or pledgesupplement its certificate of incorporation, articles of incorporation or bylaws or other organizational or governing documents except as contemplated hereby (other than, with respect to Parent, Parent’s amendment, modification or supplement in connection with (A) any extension of the time requirement for Parent to consummate a Business Combination or (B) the removal of the net tangigble asset requirement of $5,000,001 to consummate a Business Combination), or authorize engage in any reorganization, reclassification, liquidation, dissolution or propose the issuance, sale or pledge of, similar transaction; (ii) declareamend, set asidewaive any provision of, terminate prior to its scheduled expiration date, or pay otherwise compromise in any dividends way or distributions onrelinquish any material right under, any (A) in the case of the Company, Material Contract or make (B) in the case of Parent, material contract, agreement, lease, license or other right or asset of Parent other than in connection with the PIPE Investment or in connection with any other distributions in respect ofextension of the time requirement for Parent to consummate a Business Combination, as applicable; (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur modify, amend or enter into any Indebtedness; contract, agreement, license or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by the Company or Parent, as applicable, of more than $500,000 (h) Except as required by GAAP, make any material change individually or in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiariesaggregate); (iiv) Enter modify, amend or enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies lease or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except charter agreement other than in the ordinary course of business and consistent with GAAPpast practice; (lv) Except make any capital expenditures in excess of $150,000 (individually or in the aggregate); (vi) sell, lease, license or otherwise dispose of any of the Company’s or Parent’s, as would not reasonably be expected applicable, material assets, except pursuant to result existing contracts or commitments disclosed herein or in an increased Tax liability for a taxable period the ordinary course of business; (or portion thereofvii) ending after the Closing Date make any material submission to any regulatory authority with respect to Purchaserany regulatory authorization other than, with respect to Parent, in connection with any extension of the Companies time requirement for Parent to consummate a Business Combination; (viii) solely in the case of the Company, sell, lease, license or otherwise dispose of any Company Owned IP; (ix) solely in the case of the Company, permit any material Registered Owned IP to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights; (x) (A) pay, declare or promise to pay any dividends, distributions or other amounts with respect to its capital stock or other equity securities; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; and (C) except as contemplated hereby or by any Additional Agreement, amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities; (xi) (A) make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus or in the connection with Parent’s or the Transferred SubsidiariesCompany’s payment of any portion of the Extension Fee and (2) intercompany Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof; (xii) suffer or incur any Lien, except for Permitted Liens, on the Company’s or Parent’s, as applicable, assets; (xiii) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to the Company or Parent, as applicable, or write off or make reserves against the same (other than, in the case of the Company, in the ordinary course of business); (xiv) merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other Person; make any material investment in any Person; or be acquired by any other Person; (xv) terminate or allow to lapse any insurance policy protecting any of the Company’s or Parent’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xvi) solely in the case of the Company, adopt any severance, retention or other employee plan or fail to continue to make timely contributions to each Plan in accordance with the terms thereof; (xvii) institute, settle or agree to settle any Action before any Authority, in each case in excess of $150,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party; (xviii) except as required by U.S. GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets; (xix) change its principal place of business or jurisdiction of organization; (xx) issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than (A) any redemption by Parent of shares of Parent Common Stock and Parent Units held by its public stockholders pursuant to Section 6.6, (B) any issuance of Parent Common Stock in connection with the exercise of any option to purchase shares of Parent Common stock that are outstanding on the date hereof, (C) issuances in connection with the terms of the Indebtedness permitted by Section 6.1(a)(xi)(B)(1) or Section 6.1(a)(xi)(C), or (D) issuances or series of issuances of capital stock with an aggregate value of no more than $5,000,000; (xxi) (A) make, amend, change or revoke any material election relating to TaxesTax election; adopt or (B) change any accounting material method relating to Taxesof accounting; file (C) settle or compromise any amended material Tax Returnclaim, notice, audit report or assessment in respect of Taxes of the Company; (D) enter into any Tax sharingallocation, Tax allocationsharing, Tax indemnity or similar agreementother closing agreement relating to any Taxes of the Company; or (E) surrender or forfeit any right to claim a Tax refund; (xxii) enter into any closing agreement; settle transaction with or compromise distribute or advance any claim material assets or assessment relating to Taxes; consent property to any extension or waiver of its Affiliates, other than the payment of salary and benefits in the ordinary course; (xxiii) solely in the case of the limitations period applicable to Company, other than as required by a Plan, (A) increase or change the compensation or benefits of any Taxes employee or Tax Returns; enter into any material transaction (or transactionsservice provider of the Company, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period provided, however, that begins after the Closing Date and, other than with respect to any Straddle Perioda member of senior management of the Company, an officer of the Company or a member of the Board of Directors of the Company, the portion of such Straddle Period beginning after the Closing Date, other than Company is permitted to make annual salary increases in the ordinary course of business consistent with past practice of the Company, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company, (C) enter into, amend or terminate any Plan (or any plan, program, agreement or arrangement that would be a transaction Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) fund any payments or benefits that is permitted are payable or to be provided under Section 7.1any Plan, (E) make any loan to any present or former employee or other individual service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with past practices, or (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization; (mxxiv) Cancel fail to duly observe and conform to any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted applicable Laws and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000Orders; or (pxxv) Agree, whether agree or not in writing, commit to do any of the foregoing. (b) No party shall (i) take or agree to take any action with the intent to cause any representation or warranty of such party to be inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date, or (ii) omit to take, or agree to omit to take, any action with the intent to cause any such representation or warranty to be inaccurate or misleading in any respect at any such time. (c) Notwithstanding the foregoing, the Company and Parent and their respective Subsidiaries shall be permitted to take any and all actions required to comply in all material respects with the quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any governmental authority (including the Centers for Disease Control and Prevention and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the CARES Act or any changes thereto consistent with their respective past practice. (d) Notwithstanding anything to the contrary herein including Section 6.1(a), nothing in this Agreement shall limit the amount of reasonable, bona fide expenses the Company may spend to build out or expand, in furtherance of the Business, the real property subject to that certain Use and Occupancy Agreement by and between the Company and Hxxxx Xxxx International Airport in Las Vegas, Nevada, dated as of December 1, 2022.

Conduct of the Business. During the period from the date of this Agreement to Date and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to Effective Time (the “Pre-Closing Period”), unless Acquirer otherwise agrees in writing, the Company shall conduct their businesses the Business in the ordinary course of business consistent with past practicepractice and in accordance with Applicable Law, and will the Company shall use commercially reasonable best efforts consistent therewith to cause preserve intact its business organization, to keep available the Companies services of its current respective employees, non-employee directors, consultants and other service providers (except as otherwise set forth in this Agreement), and to preserve the current relationships of the Company with and the Transferred Subsidiaries to keep intact their respective businessesgoodwill of suppliers and other Persons with which the Company has significant business relations. Without limiting the generality of the foregoing, to maintain and preserve relationships with key customersunless Acquirer otherwise agrees in writing, employeesas required by Applicable Law, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except or as otherwise expressly contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller the Company shall not (and shall not permit any of its Representatives to), during the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Pre-Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Period: (a) Except for cause, propose or permit any amendments to the Pre-Closing Dividend, Certificate of Incorporation or the Bylaws or equivalent organizational or governing documents of the Company; (b) (i) issue, sell sell, promise or contract to issue or sell, pledge, dispose of, grant, encumber, or authorize or propose the issuance, sale sale, pledge, disposition, grant, or pledge ofEncumbrance of any Company Capital Stock, Company Options, Company Warrants or other rights to purchase Company Capital Stock, or other Equity Interests (including any phantom interest) or any revenue or profit-sharing interest in respect of the Company (other than the issuance of shares of Company Common Stock pursuant to the exercise of Company Warrants that are outstanding as of the Agreement Date or for shares of Company Common Stock issued as transaction bonuses that have been approved by Acquirer in writing prior to the Agreement Date or pursuant to the agreements listed in Schedule 2.2(c) of the Company Disclosure Letter) or (ii) declareapprove, set aside, consent to or otherwise authorize the sale of any shares of Company Capital Stock from an existing Company Stockholder to another Person; (c) declare or pay any dividends or distributions on, on or make any other distributions (whether in cash, stock or other property) in respect ofof the Company Capital Stock, (iii) or split, combine or reclassify any Equity Interests of the Company or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for any Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of Equity Interests of the Company; (ivd) purchaseacquire or agree to acquire by merging or consolidating with, redeem or by purchasing a substantial portion of the assets of, or by any other manner, any Person or division thereof, or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options agree to acquire any such shares assets that are material, individually or other convertible securities of any of in the Companies aggregate, to the Company or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred SubsidiaryBusiness, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to a joint venture, strategic alliance or partnership; (e) sell, lease, license or otherwise dispose of or permit to lapse any saletangible or intangible assets of the Company, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to sales and nonexclusive licenses of the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except Company Products in the ordinary course of business consistent with past practice, or enter into any Contract with respect to the foregoing; (df) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving incur any of the Companies or the Transferred Subsidiaries Company Debt (other than with respect pursuant to any transfer to Seller or an Affiliate the Company’s existing line of Seller credit or other sale Indebtedness of up to $200,000 to meet the Company’s operating needs between the Agreement Date and Closing with the consent of Acquirer, which consent shall not be unreasonably withheld, conditioned or liquidation of auction rate securities, Limited Partnership Interests delayed) and trade payables or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise accruals in the ordinary course of business and consistent with past practice), issue any debt securities or assume, guarantee, endorse, or otherwise become responsible for the obligations for borrowed money of any Person, or make any loans or advances; (g) (i) enter into, amend or modify any (A) Contract that would (if entered into, amended or modified prior to the Agreement Date) constitute a Material Contract without the consent of Acquirer, which consent shall not be unreasonably withheld, conditioned or delayed, (B) other material Contract or (C) Contract requiring a novation or consent in connection with the Merger or the other Transactions, (ii) violate, terminate, amend or modify (including by entering into a new Contract with such party or otherwise) or waive any of the terms of any of its Material Contracts or (iii) enter into, amend, modify or terminate any Contract or waive, release or assign any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (A) adversely affect any Acquired Company (or, following consummation of the Merger, Acquirer or any of its Affiliates) in any material respect, (B) impair the ability of the Company or the Stockholders’ Agent to perform their respective obligations under this Agreement or (C) prevent or materially delay or impair the consummation of the Merger and the other Transactions; (h) authorize, make, or agree to any single capital expenditure that is in excess of $10,000 or capital expenditures that are in the aggregate in excess of $50,000; (i) (i) increase, defer, or fail to pay the compensation or other amounts payable or to become payable to its current, former, or prospective employees, non-employee directors, consultants or other service providers, or grant or provide any severance or termination payments or benefits in excess of $200,000 pay, other than pursuant to any EmployeeCompany Employee Plan in effect as of the Agreement Date, to any current, former, or prospective employee, non-employee director, consultant or other service provider, or establish, adopt, enter into, amend, terminate, or fail to renew any Company Employee Plan, collective bargaining, or other Contract, trust, fund, or policy for the benefit of any employee, non-employee director, consultant or other service provider, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any EmployeePerson, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Company Employee Plan applicable predominately to Employees, to the extent not already provided required by this Agreement or such Company Employee Plan as in effect on the Agreement Date, (iv) hire or engage the services of any such Benefit Plan additional employee, non-employee director, consultant or other service provider, or (v) terminate the employment or services, as applicable, of any employee, non-employee director, consultant or other service provider without cause; (i) make any change with respect to accounting methods or practices or internal accounting control, inventory, investment, credit, allowance, or Tax procedures or practices, or (ii) increase or change any actuarial of the assumptions underlying, or methods of calculating, any bad debt, contingency, or other assumptions used reserves; (k) (i) make, revoke, or alter any Tax election, settle or compromise any Tax Liability or Tax contest, file any amended Tax Return, file any Tax Return being filed late or file any Tax Return that is not consistent with past practice or surrender any right to calculate funding obligations claim a Tax refund, offset, or other reduction in Tax Liability, (ii) extend any statute of limitations with respect to any Benefit Plan Tax Return, (iii) enter into any Tax sharing or similar agreement or closing agreement, (iv) assume any Liability for the Taxes of any other Person (whether by Contract or otherwise), (v) consent to any extension or waiver of the limitation period applicable predominately to Employees any claim or to change the manner assessment in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPrespect of Taxes; (fl) Modify pay, discharge or rescind satisfy (i) any Liability to any Person who is an officer, director or stockholder of the Licenses Company (other than compensation due for services as an officer or director) or (ii) any claim or Liability arising other than in the ordinary course of business consistent with past practice, other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Financial Statements and PermitsTransaction Expenses, except or defer payment of any accounts payable other than in the ordinary course of business consistent with past practice, or give any discount, accommodation or other concession other than in the ordinary course of business consistent with past practice; (gm) Except forgive, release, cancel, subordinate, write off, or defer any Company Debt, except for PPP Loans, or other obligations for borrowed money (including principal and accrued but unpaid interest thereon) owed to the Company, or waive any claims or rights of material value; (n) purchase or sell, transfer, license, lease, or otherwise dispose of any material properties or assets (real, personal, or mixed, tangible or intangible), other than the purchase of inventory in the ordinary course of business and consistent with past practice; (o) enter into any lease, tenancy, or license for real property; (p) assign, forfeit, or permit to lapse, or instruct or consent to a future lapse of, any Company Intellectual Property; (q) pay, loan, or advance any amount to, or sell, transfer, license, lease, or otherwise dispose of any properties or assets (real, personal, or mixed, tangible or intangible) to, the Company’s current or former securityholders, debtholders, employees, non-employee directors, consultants or other service providers, or any of their respective Affiliates, other than (i) Indebtedness cash compensation paid to Selleremployees, either non-employee directors, consultants or other service providers at rates not exceeding the rates of compensation paid during the Companies or any of the Transferred Subsidiaries or fiscal year last ended and (ii) advances for travel and other business-related expenses made in the ordinary course of business and consistent with past practice; (r) take any action to induce or try to induce any Key Employee to terminate or breach his or her Key Employee Document entered into with Acquirer or its Affiliates, or take any action to induce or try to induce any employee, non-employee director, consultant or other service provider to terminate his or her employment or services with the Company prior to the Closing; (s) accelerate or delay the collection of, or discount, any accounts receivable, accelerate or delay the payment of accounts payable, accelerate or delay the incurrence of expenses, increase or decrease inventories, except in the ordinary course of business consistent with past practice, incur any Indebtednessor otherwise alter the manner in the Company manages its working capital; (ht) Except as required by GAAPincorporate a company, make register a branch, or apply for any material change regulatory license in any method jurisdiction (except for renewals of accounting or make any material tax election other than (i) an election made consistent with past practices Company permit in force as of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Agreement Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1practice); (mu) Cancel change accounting methods or practices (including any material indebtedness change in depreciation or amortization policies) or revalue any of its assets (individually including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the aggregate) or waive any claims or rights ordinary course of substantial value in excess of $10,000,000business); (ni) Acquire by merging commence a lawsuit other than (A) for the routine collection of bills, (B) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business (provided that the Company consults with Acquirer prior to the filing of such a suit) or consolidating with(C) for a breach of this Agreement or (ii) settle or agree to settle any pending or threatened lawsuit or other dispute; (w) materially change the manner in which it provides warranties, discounts or by purchasing a substantial portion of credits to customers; (x) materially change the assets amount of, or by any other mannerterminate, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000insurance coverage; or (py) Agree, whether agree or not in writing, commit to do any of the foregoing.

Conduct of the Business. During (a) Except for matters set forth in Section 7.4 of the period Disclosure Schedule or otherwise expressly permitted or required by the terms of this Agreement or the Collateral Agreements or except as required by Applicable Law, from the date of this Agreement to the earlier Closing, Sellers shall cause each of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries Company Entities to conduct their businesses the Business in the ordinary course consistent with past practiceOrdinary Course of Business and preserve intact the Company Entities’ current business organization, and will use their commercially reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businessesavailable the services of current officers, to employees and agents of the Company Entities and maintain in good state relations and preserve relationships good will with key customers, suppliers, licensors, licensees, distributors, landlords, creditors, employees, suppliers, regulators agents and others having business relationships with the Companies Company Entities. Sellers shall refrain, and cause the Transferred SubsidiariesCompany Entities to refrain, from taking any action that would result in any of the conditions set forth in Section 9.1 or Section 9.2 not being satisfied. Except In addition (and without limiting the generality of the foregoing), except as set forth in Section 7.4 of the Disclosure Schedule or otherwise contemplated expressly permitted or required by the terms of this Agreement, Agreement or the Collateral Agreements or except as required by applicable Applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure SchedulesSellers shall not, Seller and shall cause each Company Entity not permit any of the Companies or the Transferred Subsidiaries to take to, do any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, amend its Governing Documents; (ii) declare, set aside, declare or pay any dividends or distributions on, dividend or make any other distributions in respect ofdistribution to its partners, members or shareholders, as applicable; (iii) splitissue any partnership interests, combine membership interests or reclassify other equity interests or (iv) purchaseany option, redeem warrant or otherwise acquire right relating thereto or any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stockany partnership interests, or any rights, warrants or options to acquire any such shares membership interests or other convertible securities of any of the Companies or the Transferred Subsidiariesequity interests; (biv) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding adopt or amend any Employee Benefit Plan (or any Transferred Subsidiaryplan that would be an Employee Benefit Plan if adopted) or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association; (v) pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, managers, members, officers, employees or independent contractors; (vi) hire any employee or retain any independent contractor, other than in the Ordinary Course of Business and subject to the terms and conditions of the Company’s standard form offer letter or form independent contractor agreement, as applicable, each such form document, the Company has made available accurate and complete copies of such document to Purchaser; (vii) incur or assume any Liabilities, obligations or Indebtedness for borrowed money or guarantee any such Liabilities, obligations or Indebtedness, other than in the Ordinary Course of Business; (viii) permit or allow the Equity Interests or the Professional Entity Equity Interests or any of its assets to become subjected to any Encumbrance of any nature whatsoever; (ix) pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into a plan any agreement or arrangement with, any Company Entity or any of consolidation, merger, share exchange, reorganization its respective Affiliates or similar business combinationRelated Parties; (cx) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election accounting practice or policy other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with those required by GAAP; (lxi) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or capital stock or other equity interest of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialother than in the Ordinary Course of Business; (oxii) Make make or incur capital expenditures (including entering into any capital expenditure lease) that is are not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000100,000; (xiii) other than in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any of its assets that are material, individually or in the aggregate, to the Business; (xiv) enter into, amend or terminate any lease of real property or material tangible personal property or waive any material term or condition thereof or grant any consents thereunder; create any Encumbrance on any material property or assets; grant or otherwise create or consent to the creation of any easement, covenant, restriction, assessment or charge affecting any Leased Real Property or any part thereof; commit any waste or nuisance on any Leased Real Property; or make any material changes in the construction or condition of any Leased Real Property; (xv) terminate or allow to be terminated any insurance policy in effect as of the date hereof, or fail to maintain, with financially responsible insurance companies, insurance on tangible assets of any Company Entity and on the Business in such amounts and against such risks and losses as are consistent with past practice; (xvi) form any Subsidiary or acquire the equity (or right to acquire equity) of any Person; (xvii) commence or settle any Proceeding, other than the settlement of a Proceeding for amounts less than $50,000 which only involve the payment of monetary damages and does not impose any equitable remedies upon any Company Entity or no Company Entity makes any admission of fault or any violation of Laws; (xviii) enter into any Contract, transaction or take any other action, in each case, outside the Ordinary Course of Business; (xix) enter into any transaction or take any other action that might cause or constitute a breach of any representation or warranty made by Sellers in this Agreement; (xx) make any change to any of the cash management practices of the Business, including but not limited to, discontinue the payment of its accounts payable that are payable in the Ordinary Course of Business or deviate from or alter any of its practices, policies or procedures in paying accounts payable or collecting accounts receivable; (xxi) amend or make any modification to any Material Contract or Permit that is material to the Business or waive any material term or condition thereof or grant any consents thereunder; (xxii) enter into new leases for real property or any other obligations or agreements affecting the Leased Real Property; (xxiii) make any material alterations to the Leased Real Property or exercise any right, option or remedy with respect to any Leased Real Property; (xxiv) cancel, compromise, waive or release any right or claim (or series of related rights and claims) either (A) outside the Ordinary Course of Business, or (B) involving more than $50,000; (xxv) make, change or revoke any Tax election including, but not limited to, any entity classification election, adopt or change any method of Tax accounting, settle or compromise any Proceeding with respect to Taxes, amend any material Tax Return, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations for the assessment or collection of any Tax or take any reporting position with respect to Taxes that is inconsistent with past practice or that is otherwise not in the Ordinary Course of Business; or (pxxvi) Agreeagree, whether commit or not offer (in writing, writing or otherwise) to do take any of the actions described in clauses (i) through (xxv) of this Section 7.4. (b) In addition (and without limiting the generality of the foregoing), except as set forth in Section 7.4(b) of the Disclosure Schedule or otherwise expressly permitted or required by the terms of this Agreement or the Collateral Agreements or except as required by Applicable Law, Sellers shall, and Sellers shall cause each Company Entity to: (i) promptly (but in any event, no later than twenty-four (24) hours after Sellers have actual knowledge of the applicable matter or event) advise Purchaser in writing of the occurrence of any matter or event that (A) constitutes or could reasonably be expected to constitute a Material Adverse Effect; (B) resulted or could reasonably be expected to result in a breach of any of the representations and warranties set forth in ARTICLE 4 or ARTICLE 5; or (C) may adversely affect the ability of Sellers or the Company Entities to consummate the Contemplated Transactions; (ii) confer with Purchaser concerning operational matters of a material nature that are outside of the Ordinary Course of Business and otherwise report periodically to Purchaser concerning the status of the business, operations, and finances of the Company Entities; (iii) comply in all material respects with all Applicable Laws in the operation of the Business; (iv) comply in all material respects with all Material Contracts; (v) cooperate with Purchaser and use its commercially reasonable efforts to cause the conditions to Purchaser’s obligations to close specified in Sections 9.1 and 9.2 to be satisfied and execute and deliver such further instruments of conveyance and transfer and take such additional action as Purchaser may reasonably request to effect, consummate, confirm or evidence the Contemplated Transactions; and (vi) upon reasonable request, arrange meetings with such customers, suppliers, licensors, licensees, distributors, landlords, creditors, employees, agents and others having business relationships with the Company Entities as Purchaser shall reasonably designate in order that Purchaser may confer with such Persons regarding the Company Entities, the Business, and the nature of the Contemplated Transactions.

Conduct of the Business. During Pending the period from Closing Each of the Sellers agrees that, between the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses Closing, unless NexVerse shall otherwise agree in writing, (x) the ordinary course consistent with past practiceBusiness shall be conducted only in, and will use reasonable best efforts consistent therewith to cause neither the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller Sellers nor NGTS Israel shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than action with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), Business except in the ordinary course of business consistent with past practice; practice and (dy) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any each of the Companies or Sellers and NGTS Israel shall use all reasonable efforts to keep available the Transferred Subsidiaries (services of such of their respective current officers, significant employees and consultants and to preserve the current relationships with such of their respective corporate partners, customers, suppliers and other than persons with respect which either of them has significant business relations in order to any transfer to Seller or an Affiliate preserve substantially intact the Business. By way of Seller or other sale or liquidation amplification and not limitation, each of auction rate securitiesthe Sellers and NGTS Israel shall not, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to between the date of this Agreement and the Closing, directly or indirectly do, or agree to do, any of the following without the prior written consent of NexVerse: (a) amend or otherwise in the ordinary course consistent with past practicechange its certificate of incorporation or bylaws or memorandum or articles of association, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determinedas applicable, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would could not reasonably be expected to result in have an increased Tax liability for a taxable period (or portion thereof) ending after adverse effect on the Closing Date with respect to Purchaser, the Companies Business or the Transferred SubsidiariesAssets; (b) sell, makepledge, amenddispose of, transfer, lease, license, guarantee or encumber, or revoke any material election relating authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of Assets, except sales of inventory or grants of licenses related to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than sales in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1and except pursuant to the Separation Agreements; (mi) Cancel any material indebtedness acquire (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire including, without limitation, by merging or consolidating withmerger, consolidation, or by purchasing a substantial portion acquisition of the assets of, stock or by assets) any other manner, any business or interest in any corporation, partnership, association or other business organization or person or any division thereof thereof, except for such interests as will not be included in the Assets or otherwise acquire (ii) terminate, cancel or request any assets (other than inventory) that are materialmaterial change in, or agree to any material change in, any Company Material Contract or Company License Agreement; (od) Make increase the compensation payable or incur to become payable to the Transferring Employees, grant any capital expenditure rights to severance or termination pay to, or enter into any employment or severance agreement which provides benefits upon a change in control of the Business or the Companies that would be triggered by the Exchange Transaction with, any Transferring Employee who is not currently approved in writing entitled to such benefits from the Exchange Transaction, establish, adopt, enter into or budgeted and thatamend any collective bargaining, individuallybonus, is in excess profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of $2,500,000 any Transferring Employee, except to the extent required by applicable Law or make the terms of a collective bargaining agreement, or incur enter into or amend any such expenditures whichcontract, in the aggregateagreement, are in excess of $10,000,000commitment or arrangement with any Transferring Employees; or (pe) Agree, whether authorize or not in writing, enter into any formal or informal agreement or otherwise make any commitment to do any of the foregoingforegoing or to take any action that would make any of the representations or warranties of the Seller contained in this Agreement untrue or incorrect or prevent the Seller from performing their covenants hereunder or result in any of the conditions to the Exchange Transaction set forth herein not being satisfied.

Conduct of the Business. During the period from From the date of this Agreement to until the Closing (or until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsin accordance with Section 7.01), except as expressly required by applicable Law, as otherwise set forth on Schedule 4.01, as specifically contemplated by or required to implement this Agreement or as specifically set forth otherwise waived or consented to in Schedule 7.1writing by Purchaser (which consent, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practicecase of Section 4.01(m), and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):) Seller shall cause the Company and its Subsidiaries to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions carry on their respective businesses in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except all material respects in the ordinary course of business consistent with past practice; (db) Adopt a plan use commercially reasonable efforts to maintain and preserve intact the goodwill of their respective businesses and the relationships of the Company and its Subsidiaries with their customers, suppliers, distributors, contract manufacturers and landlords; (c) not amend Organizational Documents of the Company or any of its Subsidiaries or take any action with respect to any such amendment or any recapitalization, reorganization, restructuring, consolidation, merger, complete or partial liquidation, dissolutionwinding up or dissolution of the Company or any of its Subsidiaries; (d) not authorize, consolidationissue, restructuringredeem, recapitalization split, pledge, encumber, sell or otherwise dispose of any shares of capital stock, units, membership, or other equity or profit interests of any kind in the Company (including any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any pre-emptive or similar rights), calls or other rights to purchase or acquire any capital stock, units, membership, or other equity or profit interests of any kind in the Company or any of its Subsidiaries) or enter into any agreement with respect thereto or make any changes (by recapitalization, reclassification, stock dividend, stock split, combination, reorganization or otherwise) in the capital structure of, the Company or any of its Subsidiaries; (e) not declare, set aside or pay any dividend or other distribution (other than dividends or other distributions payable solely in cash) in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries or make any distribution of property to the Seller or its Affiliates (other than to the Company or any of its Subsidiaries); (f) not make any commitments to or commence or continue any acquisition of or investment, including loans, advances or capital contributions, in any business enterprise or substantially all of the assets or any equity of any business enterprise by the Company or any of its Subsidiaries involving the payment by the Company or any of the Companies or the Transferred Subsidiaries (of an amount in excess of $500,000, in each case, other than with respect to any transfer the Company or its Subsidiaries or, with respect to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securitiescash capital contributions actually made prior to the Closing Date, Limited Partnership Interests or Other Investments contemplated under Section 7.25)the Joint Ventures; (eg) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or not make any new equity awards to any Employeechange in accounting methods, (iii) establish, adopt, amend principles or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determinedpractices, except as may be required by GAAP; (f) Modify GAAP or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtednessapplicable Law; (h) Except not (1) establish or adopt any new material employee benefit plan, terminate any existing Plan or amend any existing Plan in any material respect, (2) other than as reasonably necessary to fill vacancies, increase or grant any new compensation or benefits to, or enter into or amend any employment, retention, severance, termination or similar agreement with, any of its current or former employees, directors or individual independent contractors, or (3) accelerate the timing of payment or vesting of any payments or benefits to any current or former employees, directors or individual independent contractors except, in each case, as required by GAAP, make under applicable Law or any material change Plan in any method of accounting or make any material tax election other than (i) an election made consistent with past practices effect as of the Companies date of this Agreement and previously made available to the Transferred Subsidiaries Purchaser or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)as provided in Section 4.08 of this Agreement; (i) Enter into not (1) sell, lease, transfer or otherwise dispose of any new material line assets or properties having a value per transaction in excess of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date$250,000, other than in the ordinary course of business consistent with past practice practice, (2) write off, forgive, waive or otherwise cancel, in whole or in part, any material account receivable (other than intercompany receivables), except as required by GAAP or applicable Law, (3) write off, forgive, waive or otherwise cancel, in whole or in part, any other material Liability (other than intercompany Liabilities), except as required by GAAP or applicable Law, or (4) acquire any material asset or material property other than in the ordinary course of business; (j) not (1) make, change or revoke any material Tax election (it being understood and agreed that any entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) to be classified as an association taxable as a corporation is material), (2) amend any material Tax Return, (3) file any material Tax Return unless such Tax Return shall have been prepared consistent with past practice, (4) enter into any closing agreement pursuant to Section 7121 of the Code (or any similar provision of applicable Law) or any Tax sharing, allocation or indemnity agreement, (5) settle or compromise any claim, liability or assessment relating to Taxes involving amounts in excess of $500,000, (6) surrender any right to claim a refund of material Taxes, or (7) obtain any Tax ruling; (k) not enter into, assume, assign, cancel, terminate, renew, modify, release or amend any Lease, Material Contract, or contract that would be a Material Contract or a transaction Lease if in effect on the date hereof, or assign, compromise, release or waive any rights thereunder; provided, however, that is permitted under Section 7.1nothing in this Agreement shall preclude MSC from finalizing a collective bargaining agreement with the USW on terms and conditions no less favorable to MSC than those set forth on Schedule 3.08 or preclude the Company or MSC from satisfying any effects bargaining obligations as a result of the transactions contemplated by this Agreement with respect to the Union Employees; (l) not make any capital expenditures other than pursuant to the Company’s capital expenditure budget, a copy of which has been made available to Purchaser prior to the date hereof or otherwise in the ordinary course of business; (m) Cancel except as set forth on Schedule 4.01(m)(1), not settle or compromise any material indebtedness Action (including any permit appeal, consent decree or modification or amendment to a consent decree) involving an amount individually or in the aggregate) or waive any claims or rights of substantial value aggregate in excess of $10,000,000;2,000,000 or the imposition of injunctive or equitable relief against the Company or any of the Subsidiaries, including those Actions listed on Schedule 4.01(m)(2); and (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets not authorize any of, or by any other manner, any business commit or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, agree to do take any of the foregoingforegoing actions.

Conduct of the Business. During the period from From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsand the Closing Date, except (i) as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth on Schedule 5.01 of the Disclosure Schedules, (ii) if the Parent shall have consented in Schedule 7.1writing (which consent shall not be unreasonably withheld, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except conditioned or delayed) or (iii) as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller (1) the Company shall not permit any of the Companies or the Transferred Subsidiaries use its commercially reasonable efforts to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to conduct its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred businesses of its Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAPpast practices; provided, that, notwithstanding the foregoing or clause (2) of this Section 5.01, the Company may use available cash to repay any Indebtedness or to make cash dividends on or prior to the Closing; and (2) the Company shall not, and shall not permit any of its Subsidiaries to: (a) except for issuances as may result from the exercise of Options, or for issuances of replacement certificates for shares of Company Stock and except for issuance of new certificates for shares of Company Stock in connection with a transfer of Company Stock by the holder thereof, issue, sell or deliver any of its or any of its Subsidiaries’ equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its or any of its Subsidiaries’ equity securities; (lb) Except as would not reasonably be expected to result effect any recapitalization, reclassification, equity split or like change in an increased Tax liability for a taxable period its capitalization; (c) amend its Organizational Documents or portion thereofany of its Subsidiaries’ organizational documents; (d) ending after the Closing Date make any redemption or purchase of its or any of its Subsidiaries’ equity interests (other than with respect to Purchaser, the Companies repurchase of Company Stock (including in connection with the exercise or the Transferred Subsidiaries, make, amend, or revoke satisfaction of tax withholding in connection with any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver Options) from former employees of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) a Group Company pursuant to which consideration is received by existing agreements or any Company Employee Benefit Plan); (e) sell, assign or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to transfer any Straddle Period, the portion of such Straddle Period beginning after the Closing Dateits tangible assets, other than except in the ordinary course of business consistent and except for sales of obsolete assets or assets with past practice de minimis or no book value; (f) sell, assign, transfer or exclusively license any patents, trademarks, trade names or copyrights, except in the ordinary course of business; (g) amend (except in the ordinary course of business) or terminate any Material Contract; (h) make any capital investment in, or any loan to, any other Person, except pursuant to any existing agreement or budget; (i) make any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s current budget; (j) except as set forth on Schedule 5.01(j), enter into any other material transaction with any of its managers, officers and employees outside the ordinary course of business; (k) except in the ordinary course of business or as required under the terms of any Company Employee Benefit Plan, or applicable Law: (1) grant any incentive awards or make any material increase in the salaries, bonuses or other compensation and benefits under any Company Employee Benefit Plan payable by a transaction Group Company to any of its employees, officers, directors or other service providers; (2) terminate or materially amend any Company Employee Benefit Plan; or (3) adopt or enter into any plan, policy or arrangement for the current or future benefit of any employee, officer, director or other service provider of any Group Company that would be a Company Employee Benefit Plan if it were in existence as of the date hereof; (i) hire any employee whose annualized salary is permitted under Section 7.1greater than $100,000 other than replacement employees on terms no more favorable, in the aggregate, that those provided to the replaced employee or (ii) terminate any employee, other than for cause; (m) Cancel settle any material indebtedness (individually or Action if the amount payable by any Group Company in the aggregate) or waive any claims or rights of substantial value in excess of connection therewith would exceed $10,000,000100,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by cancel any other manner, third party indebtedness owed to any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialGroup Company; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur change any such expenditures whichmaterial election in respect of Taxes or material accounting policies of any Group Company, file an amended Tax Return with respect to any Group Company, or extend the applicable statute of limitations with respect to any Taxes of any Group Company, in the aggregate, are in excess of $10,000,000each case unless required by Law or GAAP; or (p) Agree, whether agree or not in writing, commit to do any of the foregoing. Nothing contained in this Agreement shall give the Parent or the Merger Sub, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Closing and the Group Companies’ failure to take any action prohibited by this Section 5.01 shall not be a breach of this Section 5.01 or any other provisions of this Agreement.

Conduct of the Business. During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for as set forth on the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any Conduct of the Companies or Business Schedule, from the Transferred date hereof until the Effective Time, the Company shall conduct its and its Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar ’ business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice;. Consistent with the foregoing, the Company shall, and shall cause it Subsidiaries to, (i) keep and maintain the assets of the Company and its Subsidiaries in good operating condition and repair, ordinary wear and tear excepted, (ii) use commercially reasonable efforts consistent with past practice to (A) preserve the goodwill of and existing relationships with the suppliers, contractors, licensors, employees, customers and others having business relations with the Company or any of its Subsidiaries, (B) use commercially reasonable efforts to retain the services of its key employees and (C) perform in all material respects its obligations under the contracts listed on the Contracts Schedule. (db) Adopt a plan From the date hereof until the Effective Time, except as otherwise contemplated by this Agreement or consented to in writing by the Purchaser, the Company shall not, and shall not permit its Subsidiaries to: (i) issue, sell, pledge, dispose or deliver, or agree to issue, sell, pledge, dispose of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization deliver any shares of its or other reorganization involving any of the Companies or the Transferred Subsidiaries its Subsidiaries’ capital stock (other than with respect to the exercise of Options outstanding as of the date hereof) or any transfer securities convertible into, or options with respect to, or warrants to Seller purchase or an Affiliate rights to subscribe for, any shares of Seller its or other sale any of its Subsidiaries’ capital stock; (ii) effect any recapitalization, reclassification, stock dividend, stock split or liquidation like change in its capitalization; (iii) amend its or any of auction rate securities, Limited Partnership Interests its Subsidiaries’ articles of incorporation or Other Investments contemplated under Section 7.25); bylaws; or (eiv) Except as required except pursuant to any Benefit Plan agreement existing as of the date hereof concerning the purchase of any shares of Company Stock or Contract any Options, make any redemption or purchase of any shares of its or any of its Subsidiaries’ capital stock; (v) enter into, adopt or amend any employment, severance, change in effect control, retention, special pay arrangement with respect to termination of employment or other similar plans or arrangements with or for the benefit of any Employees of the Company or its Subsidiaries, except (with respect to each of the foregoing in this subsection (v)) to the extent such payments would be Transaction Expenses (it being understood that prior to entering into any such arrangement, the date of this Agreement or otherwise in Company and its Subsidiaries shall notify the ordinary course consistent with past practice, Purchaser that it intends to enter into such an arrangement); (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (iivi) increase the compensationsalary, bonus incentive compensation or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) of the Company or make any new equity awards to any Employeeits Subsidiaries except, (iiiA) establish, adopt, amend for annual merit increases or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equitynon-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or material increases in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either practice of Employees of the Companies Company or any of the Transferred its Subsidiaries or and (iiB) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAPApplicable Law or any Collective Bargaining Agreements; (vii) adopt, enter into or amend or commit themselves to adopt, enter into or amend any Company Benefit Plan or Employee Agreement except for amendments required by Applicable Law or any Collective Bargaining Agreements; (viii) make or rescind any express or deemed election relating to Taxes, make any material change to the accounting methods (including Tax accounting methods), principles or practices, except as may be required by GAAP (in any method of accounting which case, the Company will promptly notify the Purchaser), settle or make compromise any material tax election other than (i) an election made consistent with past practices Tax Liability or agree to a waiver or extension of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line a statute of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date limitations with respect to Purchaser, the Companies assessment or the Transferred Subsidiaries, make, amend, or revoke any material election relating to determination of Taxes; adopt (ix) file or change any accounting method relating cause to Taxes; file be filed any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity Return or similar agreement; enter into any closing agreement; settle file or compromise any claim or assessment relating cause to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into be filed any material transaction claim for refund of Taxes paid; (x) make any distributions or transactions, which in other payments of any Cash after the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary close of business on the day immediately prior to the Closing Date but Date; (xi) incur any Funded Indebtedness other than Funded Indebtedness outstanding as of the income associated with such consideration is includable in close of business on the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect day immediately prior to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xii) enter into any contract or other agreement with any labor union; (xiii) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (xiv) make any loan or advance to any of its officers, directors, employees or consultants (other than in the ordinary course of business consistent with past practice practice) or a transaction that is permitted under Section 7.1; make any other loan or advance; (mxv) Cancel make any acquisition of an equity interest in, or all or any material indebtedness (individually or in part of the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating withassets, properties, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporationother Person, partnershipother than purchases of inventory in the ordinary course of business consistent with past practice; (xvi) sell, association or other business organization or division thereof assign, license, transfer, lease or otherwise acquire any dispose of material assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess except for the sale of $2,500,000 or make or incur any such expenditures which, inventory in the aggregate, are ordinary course of business consistent with past practice; or (xvii) take or agree to take any action that would reasonably be expected to prevent the satisfaction of any condition to closing set forth in excess of $10,000,000; or (p) Agree, whether or not in writing, to do any of the foregoingArticle III.

Conduct of the Business. During of Each Group Company Prior to the period from Closing. From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsClosing, except as required by applicable Law, as otherwise contemplated by provided in this Agreement or as specifically set forth consented to in Schedule 7.1writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller agrees that it shall, and shall cause each Group Company to: (a) conduct the Companies and the Transferred Subsidiaries to conduct their businesses business of such Group Company in the ordinary course consistent with past practice, of business; and will (b) use commercially reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve intact the current organization, business and franchise of such Group Company and to preserve the rights, franchises, goodwill and relationships with key of its Employees, customers, employeeslenders, suppliers, regulators and others having business relationships with such Group Company. Without limiting the Companies and generality of the Transferred Subsidiaries. Except as otherwise contemplated by this Agreementforegoing, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedulesfrom the date hereof until the Closing, Seller shall not, and shall cause each Group Company not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsto, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Buyer: (a) Except for the Pre-Closing Dividendissue or sell any stock or other securities of any Group Company or any options, warrants or rights to acquire any such stock or other securities; (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iiib) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of a Group Company’s capital stock of or other equity interests; or declare, set aside or pay any class dividend or securities convertible into other distribution (whether in cash, stock or exchangeable or exercisable for shares of capital stock, property or any rights, warrants or options to acquire any such shares combination thereof) in respect of its capital stock or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationequity interests; (c) Enter into create, incur or assume any Contract with respect to any saleIndebtedness; assume, transferguarantee, assignmentendorse or otherwise become liable or responsible (whether directly, acquisition, disposition contingently or Encumbrance otherwise) for the obligations of any amount of assets other Person; or securities in excess of $10,000,000 make any loans, advances or capital contributions to, or investments in, any other Person; (other than with respect to the sale of securities in compliance with the terms of d) hire or engage any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)new officers or, except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidationbusiness, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Registered Representatives; (e) Except except as required to comply with applicable Law or pursuant to any Benefit Plan agreements, plans or Contract in effect prior to arrangements existing on the date hereof and disclosed in Section 5.01(e) of this Agreement or otherwise in the ordinary course consistent with past practiceDisclosure Schedules, (i) grant adopt, enter into, terminate or provide amend any employment or severance plan, agreement or termination payments arrangement, any Company Plan or benefits in excess of $200,000 to any Employeecollective bargaining agreement, (ii) increase the compensationcompensation or fringe benefits of, or pay any bonus or pensionto, welfareany director, severance officer, employee or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any EmployeeRegistered Representative, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately accelerate the payment, right to Employees payment or amend the terms vesting of any compensation or benefits, including any outstanding options or warrants, (iv) pay any benefit not provided for as of the date of this Agreement under any Company Plan, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of equity or equity-based compensation, or the removal of existing restrictions in any benefit plans or agreements or awards predominately with respect to Employeesmade thereunder, or (ivvi) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, payment of compensation or benefits under any Benefit Plan applicable predominately to Employeesemployee plan, to the extent not already provided in any such Benefit Plan agreement, contract or (v) change any actuarial arrangement or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPbenefit plan; (f) Modify acquire, sell, lease, license or rescind dispose of any assets or property (including any shares or other equity interests in or securities of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (thereof), other than inventorysales of assets to customers in the ordinary course of business; (g) mortgage or pledge any of its property or assets or subject any such property or assets to any Encumbrance; (h) discharge or satisfy any Encumbrance or pay any obligation or liability other than in the ordinary course of business; (i) amend its Organizational Documents; (j) sell, assign, transfer, license or sublicense any Company Intellectual Property; (k) change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to alter its organizational or management structure; (l) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (m) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitations with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (n) enter into, amend, terminate, take or omit to take any action that are materialwould constitute a violation of or default under, or waive any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 3.08(b), Section 3.09 or Section 3.18 of the Disclosure Schedules; (o) Make make or incur commit to make any capital expenditure expenditures; (p) institute or settle any Legal Proceeding; (q) take any action or fail to take any action permitted by this Agreement with the knowledge that is such action or failure to take action would result in (i) any of the representations and warranties of any of the Selling Parties set forth in this Agreement becoming untrue or (ii) any of the conditions to the transactions contemplated by this Agreement set forth in ARTICLE VI not currently approved in writing being satisfied; (r) fail to take any action necessary to preserve the validity of any Company Intellectual Property or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000Permit; or (ps) Agree, whether agree in writing or not in writing, otherwise to do take any of the foregoingforegoing actions.

Conduct of the Business. During Seller agrees that, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsClosing, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise expressly contemplated by this Agreement, as required by applicable Lawincluding with respect to the Seller Bonus Arrangements, or as specifically set forth consented to by Buyer in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall writing (which consent will not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): ), except with respect to clauses (a)-(c), (f) (with respect to Owned Real Property), (g) (h), (l), (o), (r), (v) and (w) in respect of which Buyer may grant or withhold its consent in its sole discretion, Seller will (with respect to the Covered Business) and will cause the Company to: (a) Except not amend the Company’s Charter Documents; (b) not authorize for issuance, issue, sell, pledge, encumber or deliver or agree or commit to issue, sell, pledge, encumber or deliver any of the Pre-Closing DividendCompany’s Equity Rights, or issue any securities convertible into, exchangeable for or representing a right to purchase or receive, or enter into any Contract with respect to the issuance of, the Company’s Equity Rights; (c) not (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or any of the Company’s Equity Rights, (ivii) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies Company’s Equity Rights or (iii) make any dividends or distributions in respect of its Equity Rights; provided, that the Transferred Subsidiaries; Company may pay in full prior to the Closing (bA) Amend Cash distributions in respect of its equity interests that do not result in the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into Company having a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any negative amount of assets or securities Cash and (B) distributions of the Excluded Assets; (d) conduct the Covered Business and the business of the Company in excess of $10,000,000 (other than with respect the Ordinary Course and use commercially reasonable efforts to maintain and preserve intact the present business 39 US 167664346 HB: 4845-7978-5147.2 operations and good will related to the sale Covered Business, including not terminating the services of securities the key officers and key employees of the Covered Business and preserving its relationships with, and the good will of, vendors, carriers, clients and other Persons with whom it has a material business relationship relate to the Covered Business in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business a manner consistent with past practice; ; (de) Adopt a plan of complete not mortgage, pledge or partial liquidation, dissolution, consolidation, restructuring, recapitalization subject to any Lien or security interest (other reorganization involving than Permitted Liens) any material asset of the Companies Company or the Transferred Subsidiaries Covered Business, or in the case of the Company, incur any Indebtedness; (f) not cancel or terminate, or modify or amend any existing Real Property Lease enter into any new leases or subleases of real property or acquire an ownership interest in any real property; (g) in the case of the Company, other than with respect to any transfer Combined Tax Return, not (i) make, amend or revoke any material Tax election; (ii) adopt, amend or revoke any Tax accounting method, (iii) file any amended Tax Return, (iv) enter into any “closing agreement” regarding Taxes with any Governmental Entity, (v) settle any Tax claim or assessment, or (vi) surrender any right to Seller claim a refund of Taxes; (h) not enter into any Contracts or an Affiliate of Seller arrangement (i) restricting the Company from, and/or imposing any limitations or penalties on the Company with respect to, engaging in or competing with any business activity in any geographic area or soliciting, accepting or hiring clients, employees, vendors or suppliers or other sale business relationships, (ii) requiring the Company to deal exclusively with any Person with respect to any matter or liquidation that provide “most favored nation” pricing or terms to the other party to such Contract or any third party or (iii) containing a right of auction rate securitiesfirst refusal or right of first offer, Limited Partnership Interests right of first negotiation, most favored nation or Other Investments contemplated under Section 7.25); similar right in favor of a third party or otherwise; (ei) Except not enter into guarantee, lease, indemnity, surety bond, letter of credit or letter of comfort or any other obligation that would become an Indemnified Guarantee; (j) not make any change to its methods of accounting policies or practices, except as required pursuant by changes in GAAP or other applicable Law; (k) not (i) amend in a manner adverse to the Covered Business or terminate (prior to its expiration) any Benefit Plan Business Contract or Material Insurance Contract, (ii) waive, release or assign any material rights or claims under any Business Contract or Material Insurance Contract or (iii) other than in effect the Ordinary Course, enter into any Contract that would have been a Business Contract had it been entered into prior to the date of this Agreement Agreement; (l) not enter into any Contract, arrangement or otherwise transaction constituting a Related Person Transaction; (m) in the ordinary course consistent with past practicecase of the Company, (i) grant or provide any severance or termination payments or benefits not make capital expenditures in excess of $200,000 to in the aggregate; (n) not acquire or dispose of (whether by merger, consolidation, acquisition of Equity Rights or assets or otherwise), directly or indirectly, any Employeebusiness, (ii) increase the compensationline of business or material assets, bonus or pension, welfare, severance or other benefits dispose of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (assets other than the Companies and their respective Subsidiaries); (i) Enter into any new material line disposition of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except obsolete equipment in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to TaxesOrdinary Course; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make not adopt a plan or incur any capital expenditure that is not currently approved in writing agreement of complete or budgeted and thatpartial liquidation or dissolution, individuallymerger, is in excess of $2,500,000 consolidation or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, to do any recapitalization of the foregoing.Company; 40 US 167664346 HB: 4845-7978-5147.2

Conduct of the Business. During Sellers agree that, during the period from the date of Effective Date to the Closing, except as otherwise contemplated by this Agreement or Exhibit 6.1 hereto, or as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers (i) shall, and shall cause their Affiliates (including the Acquired Companies) to, use commercially reasonable best efforts to operate and carry on the Business in the ordinary course as operated immediately prior to the earlier Effective Date and (ii) shall cause each of HD Waterworks Inc. and the Company (and their Affiliates with respect to the Additional Transferred Assets) to: (a) not amend its Charter Documents; (b) not authorize for issuance, issue, sell, pledge, encumber or deliver or agree or commit to issue, sell, pledge, encumber or deliver any of its equity interests or shares of its capital stock, or issue any securities convertible into, exchangeable for or representing a right to purchase or receive, or enter into any contract with respect to the issuance of, its equity interests or shares of its capital stock; (c) not (i) split, combine or reclassify any of its equity interests or shares of its capital stock; (ii) declare, set aside or pay any equity dividend or other equity distribution in respect of its capital stock, provided that each of HD Waterworks Inc. and the Company may pay cash dividends in respect of its equity interests or capital stock that are completed prior to the Closing Date; or (iii) redeem or otherwise acquire any of its securities; (d) not (i) incur any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another Person or (ii) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) to or in HD Waterworks Inc. or the Company and (B) employee advances for travel and other business expenses in the Ordinary Course; (e) use reasonable best efforts to conduct its business substantially in the Ordinary Course; (f) not acquire, sell or dispose of any Owned Real Property, material asset, material Additional Transferred Asset or equity interests, except for distributions of cash permitted by Section 6.1(c) and dispositions of inventory in the Ordinary Course; (g) not mortgage, pledge or subject to any material Lien or security interest (other than Permitted Liens) any material asset of the Closing Date Business or any material Additional Transferred Asset, except in the termination of this Agreement pursuant to its terms, Ordinary Course; (h) except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable LawExhibit 6.1, or as specifically set forth provided under the existing terms of any Company Benefit Plan in Schedule 7.1 effect on the Effective Date, (x) not enter into, amend or modify any Company Benefit Plan or any employment, bonus, severance or retirement contract covering any Employee, or (y) other than in the Ordinary Course, increase any salary or other form of Seller’s Disclosure Schedulesbase wages or other base compensation for services or employee benefits payable or to become payable to any Employee, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose payments under those Contracts and arrangements disclosed in the issuance, sale or pledge ofSchedules, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions changes to employee benefits in respect ofthe Ordinary Course that are applicable to similarly situated employees of Sellers including the Employees, (iii) splitmonthly, combine quarterly, or reclassify annual, market-based, promotion-related or merit-based salary increases in the Ordinary Course, and (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options immaterial increases resulting from changes to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except welfare benefit programs made in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)Ordinary Course; (i) Enter into other than to fill a vacancy set forth in Exhibit 6.1 or to fill vacancies after the Effective Date in the Ordinary Course, (A) hire any new material line employee who will be an Employee earning compensation in excess of business$150,000 or any executive officer of the Business, (B) transfer the employment of any employee of Sellers or their Affiliates who is not an Employee to a role that causes him or her to be an Employee, or (C) transfer the employment of any Employee to another role with Sellers or any of its Affiliates such that he or she ceases to be an Employee; (j) Settle other than in the Ordinary Course, not cancel or terminate any Action where such settlement would reasonably be expected to impose Business Contract or Lease, or enter into any material restriction on lease, sublease or any other occupancy agreement, or any option, right of first offer, right of first refusal or other rights in favor of any Person to purchase or otherwise acquire all or any portion of any real property, in each case, except in connection with the Companies renewal or the Transferred Subsidiaries that would remain expiration in effect after the Closing DateOrdinary Course of any Business Contract or Lease; (k) Materially increase not change in any respect any of the accounting methods used by the Acquired Companies or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAPBusiness unless required by GAAP or applicable Law; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date maintain existing occurrence-based insurance policies with respect to Purchaserthe Business or other comparable insurance covering the Business, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating excepting changes to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which insurance policies in the aggregate are material) pursuant to which consideration is received by Ordinary Course, and not allow any Company cancellations, material defaults or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income material breach of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect insurance policies to any Straddle Period, the portion of such Straddle Period beginning after the Closing Dateoccur, other than renewals or cancellations in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1Ordinary Course; (m) Cancel not make, amend or revoke any material indebtedness Tax election (individually including an election under Section 1101(g)(4) of the Bipartisan Budget Act of 2015 or in the aggregate) any comparable state or waive local election), not change an annual Tax accounting period, not adopt or change any method of Tax accounting; not amend any material Tax Returns or file any claims for material tax refunds, not enter into any material closing agreement, settle any material Tax claim, audit or rights of substantial value assessment or surrender any right to claim a material Tax refund, offset or other reduction in excess of $10,000,000Tax liability; (n) Acquire by merging not (i) waive, settle or consolidating withsatisfy any material claim (which shall include, but not be limited to any pending or by purchasing a substantial portion of threatened material Action) or (ii) enter into any settlement agreement that would require the assets of, require the Acquired Companies to admit fault or by subject to Acquired Companies to any other manner, any business restriction or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other condition that would adversely affect the Business in more than inventory) that are material;an immaterial way; and (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not agree in writing, or otherwise, to do take any of the foregoingaction described in this Section 6.1.

Conduct of the Business. During From the period date of this Agreement until the Closing Date, the Company covenants and agrees that the Business shall be conducted only in, and the Company shall act only in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its best efforts to preserve substantially intact the business organization of the Company, to keep available the services of the current officers, employee and consultants of the Company and to preserve the current relationships of the Company with customers, suppliers and other persons with which the Company has significant business relations. The Company shall promptly notify Purchaser of any event or occurrence not in the ordinary course of business of the Company, and any event of which the Company is aware which reasonably would be expected to have a Material Adverse Effect (even if the likelihood of such event has previously been disclosed or could result from any item set forth in the Disclosure Schedule). Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or disclosed in the Disclosure Schedule, the Company shall not, from the date of this Agreement to the earlier of until the Closing Date Date, directly or the termination of this Agreement pursuant indirectly, do or propose to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take do any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, declare or pay any dividends or distributions on, on or make any other distributions (whether in cash, stock or property) with respect ofto any of its capital stock, (iii) or split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of its capital stock or issue or authorize the issuance of any class other securities in respect of, in lieu of or securities convertible into or exchangeable or exercisable in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any rightsshares of its capital stock except from former employees, warrants or options directors and consultants in accordance with agreements providing for the repurchase of shares at cost in connection with any termination of service to acquire any such shares or other convertible securities of any of the Companies or the Transferred SubsidiariesCompany; (b) Amend the Constituent Documents of Xxxxxx Xxxxxxissue, MK Holding or any Transferred Subsidiarydeliver, sell, or enter into a plan purchase any shares of consolidation, merger, share exchange, reorganization or similar business combinationthe Company’s stock; (c) Enter cause or permit any amendments to its Certificate of Incorporation or Bylaws; (d) enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition commitment or Encumbrance of any amount of assets or securities transaction in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except 10,000 not in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)business; (e) Except as required pursuant terminate any employees or xxxxx xxxxxxxxx or termination pay to any Benefit Plan director, officer, employee or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPconsultant; (f) Modify enter into any transaction with its officers, directors or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practicestockholders or their Affiliates; (g) Except for (i) Indebtedness to Seller, either amend or otherwise modify the material terms of the Companies any Material Contract or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any IndebtednessGovernmental Approval; (h) Except as required by GAAP, make transfer to any material change in Person any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies rights to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)Company Intellectual Property; (i) Enter into sell, lease, license or otherwise dispose of any new material line of the Company’s assets outside of the ordinary course of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on commence a Proceeding other than for the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Dateroutine collection of bills; (k) Materially increase acquire or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected agree to result in an increased Tax liability for acquire by merging, consolidating or entering into a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating joint venture arrangement with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the financial condition, results of operations, business or properties of the Company taken as a whole; (l) adopt, amend or terminate any employee benefit plans, programs, policies or other arrangements, or enter into any employment contract, pay any special bonus or special remuneration to any director, employee or consultant, or increase the salaries or wage rates of its employees, other than inventorywith respect to allocations pursuant to the Company’s Management Retention Plan; (m) that are materialincur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (n) revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable; (o) Make pay, discharge or incur satisfy any capital expenditure that is not currently approved Liability, other than the payment, discharge or satisfaction of obligations in writing the ordinary course of business or budgeted liabilities reflected or reserved against in the Financial Statements; (p) make any Tax election other than in the ordinary course of business and thatconsistent with past practice, individuallychange any Tax election, is adopt any Tax accounting method other than in the ordinary course of business and consistent with past practice, change any Tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a Tax Return, enter into any closing agreement, settle any Tax claim or assessment, or consent to any extension or waiver of the limitation period, applicable to any Tax claim or assessment; (q) fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith; (r) waive or commit to waive any rights with a value in excess of $2,500,000 5,000 or make forgive any indebtedness owed to the Company; (s) cancel, materially amend or incur renew any such expenditures which, in the aggregate, are in excess of $10,000,000insurance policy; (t) take any action or fail to take any action that would cause a Material Adverse Effect; or (pu) Agreeenter into any contract or agree, whether in writing or not in writingotherwise, to do take any of the foregoingactions described above in this Section 5.1, or any action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder.

Conduct of the Business. During (a) Except as expressly contemplated by this Agreement, during the period from the date of this Agreement hereof to the earlier Effective Time, Sunrise shall, and shall cause its subsidiaries to, act and carry on their respective businesses in the ordinary course of business and, to the Closing Date or extent consistent therewith, use reasonable efforts to preserve intact their current business organizations, keep available the termination services of this Agreement pursuant their current officers and employees and preserve the goodwill of those engaged in material business relationships with them. (b) Without limiting the generality of Section 6.1(a), during the period from the date hereof to its terms, the Effective Time and except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1the Sunrise Disclosure Letter, Seller agrees that it Sunrise shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practicenot, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its termssubsidiaries to, without the prior written consent of Purchaser LIN (such consent which shall not to be unreasonably conditioned, delayed, or withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (iiA) declare, set aside, or pay any dividends or distributions on, or make any other distributions (whether in cash, stock, or property) in respect of, any of its or its subsidiaries' outstanding capital stock (iiiexcept dividends and distributions by a direct or indirect wholly-owned subsidiary of Sunrise to its parent and other than dividends or distributions in respect of the Series A 14% Redeemable Preferred Stock or the Series B 14% Redeemable Preferred Stock, par value $0.01 per share, of STC), (B) split, combine combine, or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for shares of its outstanding capital stock, (ivC) except in connection with the termination of the employment of any employees, purchase, redeem redeem, or otherwise acquire any shares of outstanding capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants warrants, or options to acquire any such shares, or (D) issue, sell, grant, pledge, or otherwise encumber any shares of its capital stock, any other equity securities or other any securities convertible into, or any rights, warrants, or options to acquire, any such shares, equity securities, or convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect (1) upon the exercise of Sunrise Stock Options outstanding on the date hereof, (2) pursuant to employment agreements or other contractual arrangements in effect on the sale date hereof, and (3) issuances of securities in compliance with the terms stock of any Benefit Plan direct or any transfer indirect wholly-owned subsidiary of Sunrise to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25its parent); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensationamend its Certificate of Incorporation, bonus or pensionBylaws, welfare, severance or other benefits of any Employee by more than ten percent (10%) comparable charter or make any new equity awards to any Employee, organizational documents; (iii) establishacquire any business (including the assets thereof) or any corporation, adoptpartnership, amend joint venture, association, or terminate any Benefit Plan applicable predominately to Employees other business organization or amend the terms of any outstanding equity-based awards predominately with respect to Employees, division thereof; (iv) take any action to accelerate the vesting or paymentsell, mortgage, or fund otherwise encumber or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect subject to any Benefit Plan applicable predominately to Employees Lien or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind otherwise dispose of any of the Licenses its assets or properties that are material to Sunrise and Permitsits subsidiaries, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except taken as required by GAAP, make any material change in any method of accounting or make any material tax election whole other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller LIN and its Affiliates (subsidiaries, other than the Companies and their respective Subsidiariesas contemplated by Section 7.1(e); (iA) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except other than working capital borrowings in the ordinary course of business and consistent with GAAPpast practices, incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, other than indebtedness owing to or guarantees of indebtedness owing to Sunrise or any of its direct or indirect wholly-owned subsidiaries, or (B) make any material loans or advances to any other person, other than to Sunrise or any of its direct or indirect wholly-owned subsidiaries and other than routine advances to employees consistent with past practices; (lvi) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (consummate or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharingagreement or plan that contemplates the merger, Tax allocationinterest exchange, Tax indemnity conversion, combination or similar agreement; enter sale of the capital stock, of Sunrise or any of its subsidiaries with or into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Dateother person, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1as contemplated hereby; (mvii) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion respect of the assets ofAsset Purchase Agreement dated as of February 8, 2002, among STC, STC License Company, Xxxxx Television of North Dakota, Inc., and Xxxxx Television of North Dakota License Holdings, Inc. decrease the amount of cash consideration provided therein or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess extend the timing of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000payment thereof; or (pviii) Agreeauthorize any of, whether or commit or agree to take any of, the foregoing actions. (c) Notwithstanding any other provision of this Section 6.1 to the contrary, in no event shall Sunrise be deemed to have breached this Section 6.1 as a result of any act or failure to act taken or not in writingtaken by the LIN Television Corporation on behalf of Sunrise or its subsidiaries, pursuant to do any the Management Services Agreement dated as of the foregoingJanuary 7, 2002, among, Sunrise, STC, STC License Company, and LIN Television Corporation.

Conduct of the Business. During the period from the date of this Agreement to the earlier of the Pre-Closing Date or the termination of this Agreement pursuant to its termsPeriod, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Section 5.2 of the Disclosure Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except or except as otherwise expressly contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller the Company and the Operating Company shall not do, cause or permit any of the Companies following, or the Transferred Subsidiaries to take allow, cause or permit any of the following actionsCompany’s other Subsidiaries to do, prior to the earlier cause or permit any of the Closing Date or the termination of this Agreement pursuant to its termsfollowing, without the prior written consent of Purchaser (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned): (a) Except Cause or permit any amendment, modification, alteration or rescission of the Memorandum of Association or Bye-Laws or charter documents, bye-laws or other organizational documents of the Operating Company or any of the Company’s other Subsidiaries; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its common shares or equity interests (other than dividends or distributions by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary thereof) or split, combine, convert, exchange or reclassify 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 its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or equity interests, except from former employees, directors and consultants in accordance with agreements in existence as of the date hereof and otherwise disclosed to Purchaser on the Disclaimer Schedule providing for the Pre-Closing Dividendrepurchase of such capital stock in connection any termination of service to the Company; (c) Grant any options, stock appreciation rights or other rights to acquire securities or equity interests, other than the issuance of the contingent portion of the Warrants to purchase 100,000 Company Common Shares pursuant to currently outstanding obligations as set forth in Section 3.3(b) of the Disclosure Schedule; (id) issueAccelerate, amend or change the period of exercisability or vesting of Company Options or other rights granted under its stock plans or otherwise or authorize cash payments in exchange for any options or other rights granted under any of such plans, other than as required pursuant to Section 2.7(a); (e) Grant restricted stock or equity interest bonuses or cash bonuses, other than as set forth in the Inducement Agreements; (f) Issue, deliver or sell or pledge, or authorize or propose the issuance, delivery or sale or pledge of, (ii) declare, set aside, or pay any dividends purchase or distributions on, or make any other distributions in respect propose the purchase of, (iii) splitany common shares, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class equity interests or securities convertible into or exchangeable or exercisable for shares of capital stockinto, or any subscriptions, rights, warrants or options to acquire acquire, or other agreements or commitments of any character obligating it to issue any such shares common shares, equity interests or other convertible securities securities, other than (i) the issuance of any shares of Company Common Shares pursuant to the exercise of Company Options outstanding under the Company Stock Option Plan as of the Companies or date of this Agreement, (ii) the Transferred Subsidiariesissuance of shares of Company Common Shares pursuant to the exercise of the Warrants outstanding as of the date of this Agreement, (iii) the issuance of shares of Company Common Shares on conversion of the Convertible Promissory Note and (iv) the issuance of the contingent portion of the Warrants to purchase 100,000 Company Common Shares pursuant to currently outstanding obligations as set forth in Section 3.3(b) of the Disclosure Schedule; (bg) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or waive any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationmaterial right under any Material Contract; (ch) Transfer to any Person or entity any rights in or to the Intellectual Property other than (i) the transfer of non-exclusive rights to the Intellectual Property in the ordinary course of business consistent with past practice, (ii) pursuant to existing agreements or (iii) as required pursuant to Section 6.25 of this Agreement; (i) Enter into or amend any Contract agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any sale, transfer, assignment, acquisition, disposition of the products or Encumbrance technology of any amount Company Entity; (j) Sell, lease, license or otherwise dispose of assets or securities in excess encumber any of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Assets, except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete practice or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date Section 6.25 of this Agreement or otherwise in the ordinary course consistent with past practice, Agreement; (k) (i) grant Incur any indebtedness for borrowed money, (ii) assume, guarantee, endorse or provide otherwise as an accommodation become responsible for the obligations of any severance other Person or termination payments (iii) cancel, release, assign or benefits modify any material amount of indebtedness of any other Person; (l) Enter into any lease for real property or land use right or material operating lease, other than the lease for real property to be transferred from Xxxxxx Xxxx pursuant to Section 6.15 of this Agreement; (m) Pay, discharge or satisfy in an amount individually or in the aggregate in excess of $200,000 to 25,000 any Employeeclaim, action, litigation, arbitration or proceeding (iiabsolute, accrued, asserted or unasserted, contingent or otherwise) increase the compensation, bonus or pension, welfare, severance or arising other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices the payment, discharge or satisfaction of liabilities reflected or reserved against in the Companies and the Transferred Subsidiaries or Company Financial Statements, (ii) any change that also applies pursuant to Seller and its Affiliates the agreements listed on Section 5.2(m) of the Disclosure Schedule, (other than iii) pursuant to court orders entered against the Companies and their respective Subsidiaries)Company or (iv) as otherwise permitted pursuant to this Section 5.2; (n) Make any capital expenditures, capital additions or capital improvements except (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (do not exceed individually or in the aggregateaggregate $15,000 and (ii) pursuant to contracts or waive any claims or rights commitments set forth on Section 5.2(n) of substantial value in excess of $10,000,000the Disclosure Schedule; (no) Materially reduce the amount of any material insurance coverage provided by existing insurance policies; (i) Adopt, or amend in a manner that will increase the benefits to be provided to any director, Resident Representative or employee of the Company or its Subsidiaries under, any Employee Plan (except as required by Laws and Regulations or pursuant to a collective bargaining agreement set forth on Section 3.10(a)(iii) of the Disclosure Schedule and following written notice thereof to Purchaser), (ii) hire or enter into any employment agreement with any director, Resident Representative or executive officer level employee, (iii) increase the salaries or wage rates of any of its employees, (iv) pay any special bonus or special remuneration to any employee, Resident Representative or director other than pursuant to existing agreements identified on Section 5.2(p) of the Disclosure Schedule or (v) provide any salary or bonus guarantee to any of its employees other than pursuant to existing agreements or pursuant to the Inducement Agreements; (q) Grant any severance or termination pay (i) to any director, Resident Representative or officer or (ii) to any other employee, in each case, except payments made pursuant to any Employee Plan or agreements outstanding, or policies in effect on the date hereof (as described on Section 5.2(q) of the Disclosure Schedule), or as required by applicable Laws and Regulations or pursuant to a collective bargaining agreement set forth on Section 3.10(a)(iii) of the Disclosure Schedule; (r) Commence any action, suit or proceeding other than (i) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Purchaser prior to the filing of such a suit, or (ii) in respect of a breach of this Agreement; (s) Acquire or agree to acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof thereof, or otherwise acquire or agree to acquire any assets (other than inventory) that which are material; (o) Make , individually or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, to the Company and its Subsidiaries, or acquire or agree to acquire any equity securities of any corporation, partnership, limited liability company, association or business organization; (t) Make or change any material election in respect of Taxes, adopt or change in any material respect any accounting method in respect of Taxes, enter into any material closing agreement, settle any material claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (u) Revalue any of its assets other than in the ordinary course of business consistent with past practice or as required by applicable law, rule or regulation; (v) Make any material change to the accounting methods or practices, except as may be required by GAAP or any Laws and Regulations; (w) Change domain names or fail to renew existing domain name registrations on a timely basis; (x) Fail to submit any material registrations required to be made with applicable Governmental Entities, including registration of contracts of the Operating Company which are in excess of $10,000,000the type which are required to be identified on Section 3.10(a) of the Disclosure Schedule; or (py) AgreeTake or agree in writing to take, whether or not in writing, to do any of the foregoingactions described in Sections 5.2(a) through (x) above.

Conduct of the Business. During Except as set forth in Section 5.01 of the period Disclosure Schedules, from the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Lawand the Closing Date, as otherwise contemplated by this Agreement Parent shall have consented in writing (with respect to Sections 5.01(f) or as specifically set forth in Schedule 7.1(g), Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller such consent shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):, and with respect to Section 5.01(h), such consent, or written notice of the absence of Parent’s consent, to be provided on a reasonably prompt basis following written request therefor delivered in accordance with Section 13.03 hereof) or as required by this Agreement or applicable Law, (i) the Company shall conduct its business, and shall cause its Subsidiaries to conduct their business, in the ordinary course of business consistent with past practice; (ii) the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to preserve intact its and their businesses and its and their relationships with material customers, suppliers and others having material business dealings with it or them; and (iii) the Company shall not, and shall not permit any of its Subsidiaries to: (a) Except except for issuances as may result from the Pre-Closing Dividendexercise of Options or settlement of Restricted Stock Units that are outstanding on the date hereof or the conversion of Preferred Stock outstanding as of the date hereof in each case on their terms as of the date hereof, (i) issue, sell, grant or deliver any of its or any of its Subsidiaries’ equity securities or issue, sell or pledgegrant any securities convertible into, or authorize or propose the issuance, sale or pledge of, (ii) declare, set asideoptions with respect to, or pay warrants to purchase or rights to subscribe for, any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, its or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred its Subsidiaries’ equity securities; (b) Amend the Constituent Documents (i) redeem, repurchase or otherwise acquire, any of Xxxxxx Xxxxxxits or its Subsidiaries’ equity securities or effect any recapitalization, MK Holding reclassification, split, reverse split combination or like change in its or any Transferred Subsidiaryof its Subsidiaries’ capitalization or (ii) other than as contemplated by Section 9.02(m), declare any dividends on Series A Preferred Stock or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationSeries A-1 Preferred Stock; (c) Enter into amend the Organizational Documents or any Contract of the Company’s Subsidiaries’ organizational documents; (d) sell, assign or transfer any material portion of its Assets, except inventory in the ordinary course of business consistent with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance past practice and except for sales of any amount of obsolete assets or securities in excess of $10,000,000 assets with de minimis value; (other than with respect to the sale of securities in compliance with the terms of e) sell, assign, transfer or license on an exclusive basis any Benefit Plan patents, trademarks, trade names or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)copyrights, except in the ordinary course of business consistent with past practice; (df) Adopt (i) enter into any Contract that would be a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Material Contract in effect if entered into prior to the date of this Agreement Agreement; (ii) except as required by this Agreement, amend, modify or otherwise terminate any Material Contract (or any Contract described in clause (i) that is entered into in compliance with this Agreement) or (iii) release, waive any material rights under, or discharge any other party of any obligation under, any Material Contract (or any Contract described in clause (i) that is entered into in compliance with this Agreement), other than in the ordinary course of business consistent with past practicepractice with respect to the category of customer Contracts described in Section 3.11(a)(vii) (for the avoidance of doubt, not including Contracts with Affiliates). (g) (i) fail to make capital expenditures planned to be made prior to the Outside Date in the amounts set forth for capital expenditures in accordance with the Company’s budget attached as Schedule 5.01(g) (provided, that this Section 5.01(g)(i) shall be deemed to have been complied with so long as the amount of the aggregate actual capital expenditures for any given calendar quarter is at least 80% of the amount of the aggregate budgeted capital expenditures for such calendar quarter, which budgeted amount shall be pro rated for the number of days elapsed in the calendar quarter with respect to (A) the portion of the first calendar quarter ending after the date of this Agreement, from the date of this Agreement through the last day of such calendar quarter and (B) the portion of the calendar quarter in which the Closing occurs, from the first day of such quarter through the Closing Date) or (ii) make any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s budget (provided, that this Section 5.01(g)(ii) shall be deemed to have been complied with so long as the amount of the actual aggregate capital expenditures for any given quarter does not exceed 120% of the amount of aggregate budgeted capital expenditures for such calendar quarter, which budgeted amount shall be pro rated for the number of days elapsed in the calendar quarter with respect to (A) the portion of the first calendar quarter ending after the date of this Agreement, from the date of this Agreement through the last day of such quarter and (B) the portion of the calendar quarter in which the Closing occurs, from the first day of such calendar quarter through the Closing Date); (h) except as required by the terms of any Company Benefit Plan, or as required by applicable Law, or as set forth on Schedule 5.01(a) or Schedule 5.01(h), (i) grant or provide any severance or termination payments increase the compensation or benefits in excess payable or to become payable to, or pay or award, or commit to pay or award, any bonuses or incentive compensation to, any of $200,000 to any Employeeits or its Subsidiaries’ current or former directors, officers, employee or individual independent contractor, (ii) grant to any such Person any increase the compensationin severance or termination pay, bonus or pension, welfare(iii) enter into any employment, severance or other benefits of retention agreement with any Employee by more than ten percent (10%) or make any new equity awards to any Employeesuch Person, (iiiiv) establish, adopt, enter into, amend or terminate any collective bargaining agreement or Company Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to EmployeesPlan, (ivv) take any action to accelerate the vesting any payment or paymentbenefit, or fund the funding of any payment or in any other way secure the paymentbenefit, of compensation payable or benefits under any Benefit Plan applicable predominately to Employees, become payable to the extent not already provided in any such Benefit Plan Person, (vi) terminate the employment of any of its or its Subsidiaries’ employees having total annual cash compensation in excess of $150,000, other than for cause, including underperformance (determined consistently with past practice), or (vvii) change hire any actuarial employee or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner individual independent contractor having total annual cash compensation in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPexcess of $150,000; (fi) Modify settle or rescind compromise any Action if (i) the amount payable by any Group Company in connection therewith would exceed $500,000, (ii) if such settlement would be reasonably likely to affect the post-Closing operations of the Licenses business of any Group Company or (iii) such settlement, compromise or release contemplates or involves any admission of wrongdoing or misconduct or provides for any relief or settlement other than the payment of money; (i) incur any Debt (other than any Debt of the type described in clause (c) of the definition of Debt which is covered by clause (c) of this clause (j)) in the aggregate with a principal amount in excess of $1,500,000 in any 30 day period, (ii) issue any Debt securities or (iii) incur any Debt of the type described in clause (c) of the definition of Debt (except as set forth in Schedule 5.01(j) or other such Debt with an aggregate principal amount not in excess of $500,000 in any 30-day period for capital leases with third parties not Affiliated with Symphony Technology II-A, L.P., Cay Tel 1 L.P. or Xxxxxx Xxxxxxxx)); (k) create, incur or allow to exist any Lien on any asset, other than Permitted Liens, or create, incur or allow to exist any Lien on any Company Stock; (l) make any material loan, advance or capital contribution to or investment in any Person other than (i) loans, advances or capital contributions to or investments in its Subsidiaries in the ordinary course of business consistent with past practice or (ii) advances to employees for an immaterial amount of reasonable business travel and Permits, except expenses in the ordinary course of business consistent with past practice; (gm) Except for (i) Indebtedness to Seller, either of the Companies acquire any real property or any of the Transferred Subsidiaries direct or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change indirect interest in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)real property; (i) Enter merge or consolidate with any other Person or acquire an amount of stock or assets of any other Person (other than the capital stock of Aditi Technologies Private Limited) or effect any business combination, recapitalization or similar transaction (other than the Merger) or (ii) adopt or enter into a plan or agreement of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization or other reorganization of the Company or any new material line of businessthe Company’s Subsidiaries (other than the Merger); (jo) Settle any Action where such settlement would reasonably be expected to impose make any material restriction on change to its or its Subsidiaries’ accounting methods, policies or practices or practices with respect to the Companies maintenance of books of account and records, except as required by GAAP or the Transferred Subsidiaries that would remain in effect after the Closing Dateapplicable Law; (kp) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, change or revoke any material election relating to Taxes; adopt or Tax election, change any material Tax accounting method relating to Taxes; method, file any material amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim audit or assessment other proceeding relating to Taxes; consent to any extension or waiver a material amount of the limitations period applicable to any Taxes or Tax Returns; Tax, enter into any material transaction “closing agreement” within the meaning of Section 7121 of the Code (or transactionsany similar provision of state, which local or foreign Law), apply for or request any Tax ruling, or surrender any right to claim a material Tax refund; (q) make any change in the aggregate are material) pursuant to which consideration is received by any policies of the Company or Transferred any Subsidiary prior to of the Closing Date but Company regarding the income associated with such consideration is includable in payment of accounts payable, the income collection of such Company or Transferred Subsidiary in a period that begins after accounts receivable, including accelerating the Closing Date and, receipt of amounts due with respect to any Straddle Periodaccounts receivables, or lengthening the portion period for payment of such Straddle Period beginning after the Closing Dateaccounts payable; (r) forgive, cancel or compromise any material debt or claim, or waive, release or assign any right or claim of material value, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1practice; (ms) Cancel terminate or permit to be terminated any material indebtedness (individually or in existing insurance policies of the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000Company Group; (nt) Acquire by merging create or consolidating witheliminate, or by purchasing a substantial portion of increase or decrease the assets balance of, any debt between or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, among Group Companies except in the aggregate, are in excess ordinary course of $10,000,000business consistent with past practice; or (pu) Agreeauthorize any of, whether or not in writing, agree or commit to do any of the foregoingforegoing actions. Nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Closing to the extent in violation of applicable Law.

Conduct of the Business. Pending the Closing. During the period from the date of this Agreement to the earlier of Closing, Hughes and the Closing Date or the termination of this Agreement pursuant Sellers shall use commercially reasonable efforts to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies Company and the Transferred its Subsidiaries to conduct their respective businesses and operations in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businessescourse, to maintain and preserve their business organization and their material rights and franchises and to retain the services of their officers and key employees and maintain relationships with key customers, employees, suppliers, regulators lessees, licensees and others having other third parties to the end that their goodwill and ongoing business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit be impaired in any material respect. Without limiting the generality of the Companies or foregoing, during the Transferred Subsidiaries to take any of period from the following actions, prior to the earlier of the Closing Date or the termination date of this Agreement pursuant to the Closing, Hughes and the Sellers shall use commercially reasonable efforts tx xxxxe the Company and its termsSubsidiaries not to, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (a) Except for do or effect any of the Pre-Closing Dividend, following actions with respect to the Company's or any of its Subsidiaries' securities: (i) issueadjust, sell split, combine, recapitalize or pledge, or authorize or propose the issuance, sale or pledge ofreclassify its capital stock, (ii) declaremake, set aside, declare or pay any dividends dividend or distributions distribution on, or make directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, other distributions than pursuant to that certain Tax Sharing Agreement (unexecuted as of the date hereof but in respect ofeffect by mutual agreement and practice) by and between the Company and Hughes, (iii) splitgrant any Person any right or option to acquire any xxxxxx of its capital stock, combine other than grants of rights or reclassify options (A) to individuals who are hired or promoted on or after the date hereof, (B) after prior notice by PanAmSat to the chief executive officer of Euripides describing special circumstances to employees affected by such circumstances, and (C) to acquire not more than 3,000,000 shares of Company Common Stock, in each case in the ordinary course of business, consistent with past practice and which will not accelerate in vesting or exercisability as a result of or in connection with the transactions contemplated by this Agreement, (iv) purchaseissue, redeem deliver or otherwise acquire sell or agree to issue, deliver or sell any additional shares of its capital stock of or any class securities, instruments or securities obligations convertible into or exchangeable or exercisable for any shares of its capital stock or such securities (except pursuant to the exercise of outstanding options and options issued after the date hereof) or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend take any intentional or improper action to interfere with the Constituent Documents of Xxxxxx XxxxxxCompany's or its Subsidiaries' existing contractual or economic relationships with its suppliers, MK Holding or any Transferred Subsidiaryequipment manufacturers, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationdealers and retailers; (c) Enter into any Contract with respect to any salesell, transfer, assignmentlease, acquisitionpledge, disposition mortgage, encumber or Encumbrance otherwise dispose of any amount of its property or assets or securities in excess of $10,000,000 (that is material to the Company and its Subsidiaries, taken as a whole, other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business business, consistent with past practice; (d) Adopt a plan make or propose any changes in its certificate of complete incorporation or partial liquidation, dissolution, consolidation, restructuring, recapitalization by-laws (or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25equivalent organizational documents); (e) Except as required pursuant to merge or consolidate with any Benefit Plan other Person or Contract in effect prior acquire assets or capital stock of any other Person which are material to the date of this Agreement or otherwise in the ordinary course consistent with past practiceCompany and its Subsidiaries, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or paymenttaken as a whole, or fund or in enter into any other way secure the payment, of compensation or benefits under confidentiality agreement with any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations Person with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPtransaction; (f) Modify create any Subsidiaries which are material to the Company and its Subsidiaries taken as a whole and which are not, directly or rescind any of indirectly, wholly owned by the Licenses and Permits, except in the ordinary course of business consistent with past practiceCompany; (g) Except for (i) Indebtedness to Sellerenter into or modify any employment, either severance, change in control, termination or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, or otherwise increase the compensation or benefits of, any officer, director, consultant or employee of the Companies Company or any its Subsidiaries other than payment of the Transferred Subsidiaries severance or (ii) termination benefits or increases in salary, compensation or benefits granted in the ordinary course of business consistent with past practice, incur any Indebtednessexcept as may be required by Applicable Law or a binding written contract in effect on the date of this Agreement; (h) Except except as may be required by GAAPApplicable Law or by accounting principles, make any material change in any method or principle of accounting or make any in a material tax election other than (i) an election made consistent manner that is inconsistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)practice; (i) Enter into take any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries action that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability the representations and warranties set forth in Article 4 becoming false or inaccurate such that the condition set forth in Section 8.2(a) would fail to be satisfied; (j) except for a taxable period (any refinancing of the promissory note dated May 15, 1997, issued by the Company to Hughes, enter into or portion thereof) ending after carry out any other transaction which is matxxxxx to the Closing Date with respect to Purchaser, the Companies or the Transferred Company and its Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in taken as a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datewhole, other than in the ordinary and usual course of business consistent with past practice business; (k) enter into or a transaction that is permitted under Section 7.1amend any agreement or understanding between the Company and either of Hughes or GM or their respective Subsidiaries (other than agreemenxx xxxered into in the ordinary course of business); (l) take any action which could reasonably be expected to adversely affect or delay the ability of any parties hereto to obtain any approval of any Governmental Body required to consummate the transactions contemplated hereby; or (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved agree in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, otherwise to do any of the foregoinganything prohibited by this Section 7.2.

Conduct of the Business. (a) During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsClosing, except as required by applicable Lawotherwise permitted or provided in this Agreement, as otherwise contemplated by this Agreement without Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or as specifically set forth in Schedule 7.1delayed), Seller agrees that it shall cause the Companies and the Transferred Subsidiaries Company to (i) conduct their businesses its business only in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all applicable Laws; and will (ii) use its reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve intact the present organization, business and franchise of the Company and all relationships with key customers, employeessuppliers, supplierslenders, licensors, licensees, contractors, distributors, regulators and others having business relationships with the Companies and Company. Without limiting the Transferred Subsidiaries. Except generality of the foregoing, from the date of this Agreement to the Closing, except as otherwise contemplated by permitted or provided in this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of and shall cause the Companies or the Transferred Subsidiaries Company not to take do any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written Purchaser’s consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issuesell, sell or pledgelease, or authorize or propose the issuanceencumber, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem transfer or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities dispose of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of its assets or securities properties or acquire any assets or properties having a purchase price, either individually or in the aggregate, in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), 100,000 except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete practice or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to as contemplated by Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to entry into this Agreement, the date purchase and sale of this Agreement or otherwise in the ordinary course consistent with past practicebonds, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employeestocks, (ii) increase the compensation, bonus or pension, welfare, severance or mortgages and other benefits investment securities of any Employee type by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except Company in the ordinary course of business consistent with past practicepractice including the management of any investment portfolios and as set forth in Section 5.1(a) of the Seller Disclosure Schedule, but expressly excluding any intercompany transactions from this ordinary course exception; (gii) Except incur, create, guaranty or assume any indebtedness for (i) Indebtedness to Sellerborrowed money or otherwise become responsible for indebtedness of any other Person, either except unsecured current obligations and liabilities incurred in the ordinary course of business, or take any action that results in an Encumbrance, other than a Permitted Encumbrance, being imposed on any asset or property of the Companies Company; (iii) make or commit to any single capital expenditure or single capital commitment in excess of $50,000, or $100,000 in the Transferred Subsidiaries or (ii) aggregate, excluding the purchase and sale of bonds, stocks, mortgages and other investment securities of any type by the Company in the ordinary course of business consistent with past practice, incur practice including the management of any Indebtednessinvestment portfolios; (hiv) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices in the ordinary course of business, cancel any debts or waive any claims or rights that are material to the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)Company; (iv) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAPbusiness, enter into any Contract that would qualify as a Material Contract under Section 3.12(a) or amend or terminate any Material Contract that is in effect as of the date of this Agreement other than the Excluded Contracts, which are not material to the operation of the Business as currently operated; (lvi) Except as would not reasonably be expected fail to result make timely and complete payments on all debts, Taxes and other obligations; (vii) merge or consolidate or enter into an acquisition transaction with any other Person, or adopt a plan of complete or partial liquidation or create or acquire any new Subsidiaries; (viii) make any advances or capital contributions to, or investments in an increased excess of $50,000 in any other Person, excluding the purchase and sale of bonds, stocks, mortgages and other investment securities of any type by the Company in the ordinary course of business consistent with past practice including the management of any investment portfolios; (ix) issue, sell, convey, pledge, otherwise dispose of, encumber, repurchase, reclassify, split or redeem any capital stock or evidence of indebtedness or other securities, or grant any options, warrants, calls, rights or commitments or any other agreements of any character obligating it to issue any shares of capital stock or any evidence of indebtedness or other securities; (x) pay, settle or compromise any material Tax liability for a taxable period (audit or portion thereof) ending after the Closing Date with respect to Purchaserliability, the Companies or the Transferred Subsidiariesamend any material Tax Return, make, amend, change or revoke any material election relating related to Taxes; adopt or , change any taxable period or any Tax accounting method relating to Taxes; file any amended material Tax Return; method, or enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment agreement relating to Taxes; Tax or otherwise with a Tax Authority, consent to any extension or waiver of the limitations period applicable to any Taxes Tax claim or assessment, or amend any material Tax Returns; enter into , surrender any right to claim a material transaction (Tax refund, offset or transactionsother reduction in Tax liability, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, each case with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, Company other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1where such action would not reasonably be expected to adversely impact the Tax position of the Company for any period ending after the Closing Date; (mxi) Cancel make or authorize any material indebtedness (individually change in its certificate of incorporation or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000bylaws; (nxii) Acquire make any material change in the accounting, actuarial, investment, reserving, underwriting, claims payment or administration policies, practice or principles of Seller or the Company, except as may be required by merging GAAP or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialSAP; (oxiii) Make enter into a new line of business, abandon or incur discontinue an existing line of business, surrender or relinquish or discontinue any capital expenditure that is not currently approved in writing certificate of authority or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, other Permit; (xiv) other than in the aggregateordinary course of business, are in excess enter into, adopt, amend or terminate any Plan, increase the compensation or benefits of $10,000,000; or (p) Agreeany officer, whether employee, director, manager or consultant or pay or otherwise grant any benefit not in writingrequired by any Plan, or enter into any contract to do any of the foregoing, except to the extent required by applicable Law; (xv) pay, settle or compromise any Action or threatened Action involving the Company or its businesses, assets, properties or employees; (xvi) increase or decrease loss reserves in a manner that is inconsistent with past practice; or (xvii) take, or agree or otherwise commit to take, any of the foregoing actions. (b) Notwithstanding any provisions of Section 5.1(a) to the contrary: (i) should any insurance regulatory authority require that Seller, the Company or the other Subsidiaries of Seller disclose any information or take any action in violation of Section 5.1(a), Seller may and may cause the Company to undertake the required disclosure or conduct without Purchaser’s consent, and such action shall not constitute a violation of Section 5.1(a); provided, however, that in the event that any such information is required to be disclosed or any such action is required to be taken, Seller, the Company or the other Subsidiaries, as applicable, shall (A) notify Purchaser in writing as soon as possible, unless it is otherwise affirmatively prohibited by applicable Law, and (B) use commercially reasonable efforts to limit any such disclosure or action to the minimum necessary or required to comply with such regulatory requirement and (C) cooperate with Purchaser to provide such information or take such action consistent with the terms of this Agreement; (ii) no actual or proposed action relating to Seller or any of its Subsidiaries other than the Company shall require any notification to or consent from Purchaser under Section 5.1(a), unless such action (A) is or could reasonably be expected to have a Business Material Adverse Effect, (B) has or could reasonably be expected to have a Seller Material Adverse Effect, or (C) materially delays consummation of the transactions contemplated by this Agreement or the Transaction Documents; (iii) Seller shall not, and shall cause the Company not to, declare, pay or set aside any dividends or distributions (whether in cash, securities or other property) to the holders of equity interests of the Company without Purchaser’s prior consent (such consent to be at Purchasers sole discretion), except for cash dividends declared and paid after January 1, 2015 that in an aggregate amount do not exceed $4,005,244; provided, that Seller shall provide written notice of the date and amount of any such dividend two Business Days prior to the payment thereof if such dividend and the timing thereof has not been disclosed in Seller’s Disclosure Schedule; and (iv) By email pursuant to Section 10.1, Seller shall provide Purchaser copies of the package of reinsurance submissions and placement contracts to be submitted to reinsurers by Seller’s reinsurance intermediary no less than four (4) Business Days prior to Seller sending the same to such intermediary. Purchaser shall, and shall cause its Affiliates and Representatives to, (A) maintain the confidence of and not disclose to any reinsurance intermediary or any other party the facts of or information with respect to the negotiation, modification, termination or renewal of any Reinsurance Contracts of the Company, such reinsurance submissions and placement contracts, any information set forth therein or the existence thereof, or (B) not, directly or indirectly, encourage or facilitate any reinsurance intermediary or any other party interfering with or involving themself in the negotiation, modification, termination or renewal of any Reinsurance Contracts involving the Company. Without Purchaser’s prior consent (not to be unreasonably withheld, conditioned or delayed) neither Seller nor any of its Affiliates shall purchase, replace or renew any reinsurance involving the Company, including the Company entering into any Reinsurance Contracts, unless such Reinsurance Contract (w) satisfies in all material respects the requirements of the Domiciliary Regulator applicable thereto, (x) meets the minimum standards of Demotech, Inc. with respect to its rating of the Company, (y) enables the Company to “take credit” for the reinsurance provided thereunder on its statutory financial statements, and (z) is in all material respects consistent with past practices. Except to the extent provided in this Section 5.1(b)(iv), no notification to or consent from Purchaser shall be required under Section 5.1(a) or Section 10.1 with respect to the negotiation, modification, termination or renewal of any Reinsurance Contracts involving the Company. During the period from the date of this Agreement to the Closing, Seller shall cause its Affiliates licensed to engage in the business of insurance to (i) comply in all material respects with all Laws applicable to such Affiliates to (A) conduct its business in each of the jurisdictions in which such Affiliates conducts business in the manner now conducted and (B) write the lines of insurance that such Affiliates’ Permits allow such Affiliates to write, and (ii) maintain capital, surplus, and all reserves in at least the amounts required to comply with all insurance Laws applicable to them in order to engage in such business in all such jurisdictions. For the avoidance of doubt, the obligations under this Section 5.1(c) shall not require Seller or any of its Affiliates to take any action in relation to any actual or proposed Seller Burdensome Condition.

Conduct of the Business. During the period from From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its termsterms and the Effective Time, except (i) as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth on Schedule 6.01, (ii) if the Parent shall have consented in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller writing (which consent shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge), or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or as otherwise expressly contemplated by this Agreement (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of including the Companies or Restructuring and the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25Securities Purchase), except (1) the Company shall conduct its business and the businesses of its Subsidiaries in the ordinary course of business consistent with past practice; provided, that, notwithstanding the foregoing or clause (3) of this Section 6.01, the Company may use available cash to repay any Indebtedness or to pay cash dividends on or prior to the Reference Time, (2) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) preserve substantially intact its business organization and to preserve in all material respects the present commercial relationships with Top Customers and Top Suppliers with whom any Group Company does business, (B) maintain the assets of each Group Company in good repair, order and condition in all material respects, ordinary wear and tear excepted and (C) maintain in full force and effect each Group Company’s insurance policies (with substantially the same levels of coverage), and (3) the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, unless otherwise required by Law: (a) except for issuances as may result from the exercise of Options and issuances of Options pursuant to the Company Equity Plan set forth on Schedule 4.05(a) in accordance with their terms disclosed to the Parent in the ordinary course of business, issuances of replacement certificates for shares of Common Stock or shares of Preferred Stock, issuances of new certificates for shares of Common Stock or shares of Preferred Stock in connection with a transfer of shares of Common Stock or shares of Preferred Stock by the holder thereof, issue, sell or deliver any of its or any of its Subsidiaries’ equity securities or issue or sell any securities convertible or exchangeable into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its or any of its Subsidiaries’ equity securities; (b) effect any recapitalization, reclassification, equity split or like change in its capitalization; (c) merge or consolidate with any Person or adopt a plan or agreement of complete or partial liquidation or dissolution, or form any Subsidiary, exit any line of business or enter into any new line of business; (d) Adopt a plan of complete amend its Organizational Documents or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies its Subsidiaries’ Organizational Documents; (e) make any redemption or the Transferred Subsidiaries purchase of its or any of its Subsidiaries’ equity interests (other than with respect to the repurchase of Restricted Shares contemplated by Section 1.04(a), the repurchase of Common Stock (including in connection with the exercise or satisfaction of tax withholding in connection with any transfer Options set forth on Schedule 4.05(a) in accordance with their existing terms disclosed to Seller the Parent) from former employees of a Group Company, or an Affiliate the forfeiture of Seller or other sale or liquidation of auction rate securitiesany Options, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of existing agreements or any outstanding equity-based awards predominately with respect to EmployeesCompany Plan, (iv) take any action to accelerate the vesting or paymentin each case, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis set forth on which such contributions are determined, except as may be required by GAAPSchedule 4.05(a)); (f) Modify acquire (by merger or rescind otherwise), sell, assign, transfer or otherwise dispose of any of the Licenses and Permitsmaterial tangible assets, except for the purchase or sale of goods or services in the ordinary course of business consistent with past practicepractice and except for sales of obsolete assets or assets with de minimis or no book value; (g) Except sell, assign, transfer, encumber, or exclusively license any material Owned Intellectual Property Right, except for the purchase or sale of goods or services in the ordinary course of business, or permit to lapse, abandon, fail to prosecute, or fail to maintain any material Owned Intellectual Property Rights or fail to exercise a right of renewal or extension under or with respect to any material Owned Intellectual Property Right; (h) enter into, waive any rights under, materially amend or voluntarily terminate any Company Material Contract or Real Property Lease other than as required by Law; (i) Indebtedness make any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s current budget provided to Sellerthe Parent (provided, either that the Company and each of its Subsidiaries shall be permitted to make capital expenditures in any amount that the Companies Company determines is necessary in its reasonable judgment to maintain its ability to conduct its business in the ordinary course), or fail in any material respect to make any capital expenditure in the ordinary course of business in accordance with such budget; (j) enter into any transaction with any Related Party except pursuant to the terms of any agreement set forth on Schedule 4.22 and except (without limiting the restrictions set forth in Section 6.01(k)) for ordinary course compensation, expense reimbursement and provision of benefits to employees; (k) except as required under the terms of any existing Company Plan provided to the Parent and set forth on Schedule 4.05(a) or by applicable Law: (i) grant any incentive awards, retention, change-in-control or severance benefits, in each case unless such incentive awards, retention, change-in-control or severance benefits (A) would be included in the definition of “Transaction Expenses” and (B) do not contain agreements, covenants or other obligations binding the Company or any of its Affiliates (including, from and after the Transferred Subsidiaries or Merger Closing, the Parent and its Affiliates), (ii) make any increase in the salaries, bonuses or other compensation and benefits under any Company Plan or otherwise payable by a Group Company to any current or former employees, independent contractors, officers or directors, other than general merit-based compensation increases in the ordinary course of business consistent with past practice, incur which such increases, in the aggregate, are less than a three percent (3%) increase in compensation (and in no event more than ten percent (10%) for one individual); (iii) terminate or amend any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election Company Plan other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent amendment to any extension or waiver of Company Plan that does not materially increase the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than cost and made in the ordinary course of business consistent with past practice practice; (iv) adopt or enter into any plan, policy or arrangement for the current or future benefit of any officer or director of any Group Company that would be a transaction Company Plan if it were in existence as of the date hereof or accelerate the time of payment, vesting or funding of any compensation or benefits under any Company Plan or otherwise; or (v) (x) hire any individual with annual compensation in excess of $200,000, (y) hire any individual with annual compensation less than $200,000 except in the ordinary course of business, or (z) terminate any Company Employee with annual compensation in excess of $200,000 (other than for “cause”); (l) commence, settle or compromise any Action if the amount payable by or to any Group Company in connection therewith would exceed $250,000 or that is permitted under Section 7.1would reasonably be expected to impose other obligations that restricts the conduct of any Group Company or any of the Company’s upstream Affiliates, including, from and after the Merger Closing, Parent and its Affiliates, in each case, in any material respect; (m) Cancel make, rescind or change any material indebtedness (individually election in respect of Taxes or material accounting policies, practices or procedures of any Group Company, in the aggregateeach case unless required by Law or GAAP, take any action that would constitute a breach of Section 4.20(i) or waive effect any claims or rights of substantial value in excess of $10,000,000Tax Structure Change; (n) Acquire by merging change policies, practices and procedures with respect to working capital or consolidating withcash management, accrual of revenue, collection or by purchasing a substantial portion accrual of the assets ofaccounts receivable, payment or by any other manneraccrual of expenses, any business or any corporation, partnership, association accounts payable or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialLiabilities in a manner inconsistent with the past practice; (o) Make (i) incur, replace, renew, amend, guarantee, extend or incur refinance any capital expenditure that is not currently approved in writing or budgeted material Indebtedness (other than the accrual of interest under and that, individually, is in excess borrowings under the revolving lines of $2,500,000 or make or incur any such expenditures which, credit under the Company’s existing credit facilities in the aggregateordinary course of business and the incurrence of unsecured current obligations and liabilities in the ordinary course of business and that are not for borrowed money), are in excess or (ii) grant any Lien (other than Permitted Liens) upon any of $10,000,000its material assets or properties; (p) implement any facility closings or employee layoffs requiring notice under the WARN Act or implement any collective dismissals outside of the U.S. that would require notice to a Governmental Entity or a collective consultation process; (q) except as otherwise provided by Law, recognize or certify any labor union, labor organization, works council, or group of employees of the Company or the Subsidiaries as the bargaining representative for any employees of the Company or the Subsidiaries; or (pr) Agreeauthorize, whether consent to or not in writing, enter into any binding agreement or otherwise commit to do take or refrain from taking (as applicable) any of the foregoingforegoing actions. Nothing contained in this Agreement shall give the Parent or the Merger Sub, directly or indirectly, the right to control or direct the Company’s or any of the Company’s Subsidiaries’ operations prior to the Effective Time and the Group Companies’ failure to take any action prohibited by clauses (a) through (r) of this Section 6.01 and not consented to by the Parent shall not be a breach of this Section 6.01 or any other obligation of the Company in this Agreement. The Company shall give Parent reasonable advance notice of any grant of incentive awards, retention, change-in-control or severance benefits pursuant to Section 6.01(k)(ii).

Conduct of the Business. During Except as required by applicable Law, as otherwise expressly required or contemplated by this Agreement (including Sections 1.2, 10.6 and 10.7) or any other Transaction Agreement, during the period from the date of this Agreement to the earlier Closing Date, the Seller will conduct, and the Seller will cause the Acquired Companies, the applicable members of the Closing Date or Seller Group and any other Seller Affiliates to conduct, the termination Business in the Ordinary Course, including (A) conducting the Business all material respects in accordance with all applicable Laws and (B) maintaining and servicing the Acquired Assets in the Ordinary Course. Without limitation to the generality of this Agreement pursuant to its termsthe foregoing, except as expressly required by applicable Law, as otherwise required or contemplated by this Agreement or as specifically set forth in Schedule 7.1any other Transaction Agreement, prior to the Closing Date, the Seller agrees that it shall will not take, and the Seller will cause the Acquired Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any other members of the Companies or Seller Group and any other Affiliates of the Transferred Subsidiaries Seller not to take take, any of the following actions, prior actions in relation to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsBusiness, without the prior written consent of Purchaser (such the Purchaser, which consent will not to be unreasonably withheld, conditioned delayed or delayed):conditioned: (a) Except for the Pre-Closing Dividend, (i) issueissue or sell any capital stock, sell membership interests, notes, bonds or pledgeother equity or securities of any Acquired Company (or any option, warrant or authorize or propose other right to acquire the issuance, sale or pledge ofsame), (ii) declareredeem any of the capital stock or membership interests, set asideas applicable, of any Acquired Company, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine purchase or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rightsmembership interests, warrants or options to acquire any such shares notes, bonds or other convertible equity or securities of any of the Companies or the Transferred SubsidiariesPerson; (b) Amend amend or restate the Constituent Documents charter, bylaws or other constituent documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationAcquired Company; (c) Enter enter into any Contract with respect to merger, consolidation, business combination, share exchange, recapitalization, reorganization or similar transaction involving the Business or any saleAcquired Company other than as set forth on Schedule 5.1; (d) lease, license, sell, transfer, assignmentabandon, acquisitionpermit to lapse or expire, disposition dedicate to the public, encumber or Encumbrance permit to be encumbered the Shares, any material Asset of the Business or the Acquired Companies, or any material Company Intellectual Property, in each case other than (i) licenses granted, Products and Services sold or Assets otherwise disposed of in the Ordinary Course, (ii) the transfer of Cash of any amount Acquired Company (it being expressly acknowledged and agreed by the Purchaser that the Seller will be entitled to cause the transfer or distribution by the Acquired Companies of assets all Cash held by the Acquired Companies to Seller or securities in excess any of $10,000,000 (other than with respect its Affiliates prior to the sale Closing), (iii) the renewal, extension or amendment of securities any Lease (A) in compliance accordance with the terms of any Benefit Plan existing option right of the Seller or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; its Affiliates (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving including any of the Companies Acquired Companies), (B) on market terms as determined by the Seller in its reasonable discretion, or (C) in the Transferred Subsidiaries (other than with respect to any transfer to Seller case of a renewal or an Affiliate extension, for no longer than 60 months, or (iv) as set forth on Schedule 5.1(d) of the Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Disclosure Schedule; (e) Except as required disclose any trade secrets or confidential information related to the Business, except in the Ordinary Course pursuant to any Benefit Plan written confidentiality agreements containing customary protections for the benefit of the Acquired Companies of such trade secrets or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPconfidential information; (f) Modify waive or rescind release any of material right or Claim to the Licenses and Permitsextent relating to or arising from the Acquired Assets or Assumed Liabilities, except in the ordinary course of business consistent with past practiceOrdinary Course; (g) Except for enter into, assign, terminate or amend any Material Contract (i) Indebtedness to Sellerexcept, either of the Companies or any of the Transferred Subsidiaries or (ii) in each case, in the ordinary course of business consistent with past practice, incur any IndebtednessOrdinary Course); (h) Except as required by GAAPaffirmatively incur or assume any Liabilities, make other than in the Ordinary Course or pursuant to the Pre-Closing Transfer; (i) enter into any material change Contract containing a covenant not to compete or any other covenant restricting the development, manufacture, marketing, sale or distribution of the Products or Services of the Business or amend in a manner adverse to the Business any such covenant in any method existing Assumed Contract; (j) agree outside of accounting the Ordinary Course to terminate, modify or make waive any material tax election rights under any confidentiality agreement with any Person (other than the Purchaser) protecting the confidential information of the Business; (k) increase or improve the remuneration or terms of employment of any Employee (including any compensation or benefits provided or available to any Employee), other than (i) an election made consistent with past practices of in the Companies and the Transferred Subsidiaries or Ordinary Course, (ii) as required by Law, (iii) in connection with a promotion, (iv) pursuant to any change that also Seller Plan as in effect on the date hereof (to the extent such increase applies to all employees and to the extent a copy of any such Seller Plan has been provided to the Purchaser), (v) as required by a Labor Agreement, or (vi) as expressly provided for in this Agreement or any agreements forming a part thereof; (l) enter into, terminate, or modify any Labor Agreement, other than in connection with any multi-employer collective bargaining arrangements by which the Business or the Acquired Companies are already bound or to finalize agreements reached prior to the Closing Date, listed on Schedule 3.13(a)(i), which have been provided or made available to the Purchaser. (m) make, change, or rescind any Tax election, settle or compromise any action relating to Taxes, file any amended Tax Return, enter into any Tax allocation, sharing, indemnity or closing Contract, surrender or compromise any right to claim a Tax refund, consent to or request any extension or waiver of any statute of limitations period relating to Taxes, change any method of Tax accounting, initiate any voluntary disclosure, Tax amnesty filing or other action relating to Taxes, fail to pay any Taxes as they became due and payable or take (or fail to take) any action that, in each case, could materially increase the Taxes of the Purchaser and its Affiliates (other than including the Companies and their respective Subsidiaries); (iAcquired Companies) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (kn) Materially increase take any action or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as fail to take any action that would not reasonably be expected to result in an increased Tax liability for have a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialMaterial Adverse Effect; (o) Make engage in any new line of business or incur discontinue or materially modify any capital expenditure existing line of business; (p) settle or compromise any Claim outside of the Ordinary Course brought by or against the Business, other than settlements or compromises solely involving money damages or obligations that is not currently approved in writing are reflected as settled on the books of the Acquired Companies; (q) change its financial accounting or budgeted and thatcash management practices, individuallypolicies or procedures or any of its methods of reporting income, is in excess of $2,500,000 expenses, or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000other items for financial accounting purposes unless required under GAAP; or (pr) Agree, whether or not in writing, agree to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 5.1.

Conduct of the Business. During the period from From the date of this Agreement to until the Closing (or until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsin accordance with Section 7.01), except as expressly required by applicable Law, as otherwise set forth on Schedule 4.01, as specifically contemplated by or required to implement this Agreement or as specifically set forth otherwise waived or consented to in Schedule 7.1writing by Purchaser (which consent, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practicecase of Section 4.01(m), and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):), Seller shall cause the Company and its Subsidiaries to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions carry on their respective businesses in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except all material respects in the ordinary course of business consistent with past practice; (db) Adopt a plan use commercially reasonable efforts to maintain and preserve intact the goodwill of their respective businesses and the relationships of the Company and its Subsidiaries with their customers, suppliers, distributors, contract manufacturers and landlords; (c) not amend Organizational Documents of the Company or any of its Subsidiaries or take any action with respect to any such amendment or any recapitalization, reorganization, restructuring, consolidation, merger, complete or partial liquidation, dissolutionwinding up or dissolution of the Company or any of its Subsidiaries; (d) not authorize, consolidationissue, restructuringredeem, recapitalization split, pledge, encumber, sell or otherwise dispose of any shares of capital stock, units, membership, or other equity or profit interests of any kind in the Company (including any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any pre-emptive or similar rights), calls or other rights to purchase or acquire any capital stock, units, membership, or other equity or profit interests of any kind in the Company or any of its Subsidiaries) or enter into any agreement with respect thereto or make any changes (by recapitalization, reclassification, stock dividend, stock split, combination, reorganization or otherwise) in the capital structure of, the Company or any of its Subsidiaries; (e) not declare, set aside or pay any dividend or other distribution (other than dividends or other distributions payable solely in cash) in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries or make any distribution of property to the Seller or its Affiliates (other than to the Company or any of its Subsidiaries); (f) not make any commitments to or commence or continue any acquisition of or investment, including loans, advances or capital contributions, in any business enterprise or substantially all of the assets or any equity of any business enterprise by the Company or any of its Subsidiaries involving the payment by the Company or any of the Companies or the Transferred Subsidiaries (of an amount in excess of $500,000, in each case, other than with respect to any transfer the Company or its Subsidiaries or, with respect to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securitiescash capital contributions actually made prior to the Closing Date, Limited Partnership Interests or Other Investments contemplated under Section 7.25)the Joint Venture; (eg) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or not make any new equity awards to any Employeechange in accounting methods, (iii) establish, adopt, amend principles or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determinedpractices, except as may be required by GAAP; (f) Modify GAAP or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtednessapplicable Law; (h) Except not (1) establish or adopt any new material employee benefit plan, terminate any existing Plan or amend any existing Plan in any material respect, (2) other than as reasonably necessary to fill vacancies, increase or grant any new compensation or benefits to, or enter into or amend any employment, retention, severance, termination or similar agreement with, any of its current or former employees, directors or individual independent contractors, or (3) accelerate the timing of payment or vesting of any payments or benefits to any current or former employees, directors or individual independent contractors except, in each case, as required by GAAP, make under applicable Law or any material change Plan in any method of accounting or make any material tax election other than (i) an election made consistent with past practices effect as of the Companies date of this Agreement and previously made available to the Transferred Subsidiaries Purchaser or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)as provided in Section 4.08 of this Agreement; (i) Enter into not (1) sell, lease, transfer or otherwise dispose of any new material line assets or properties having a value per transaction in excess of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date$250,000, other than in the ordinary course of business consistent with past practice practice, (2) write off, forgive, waive or otherwise cancel, in whole or in part, any material account receivable (other than intercompany receivables), except as required by GAAP or applicable Law, (3) write off, forgive, waive or otherwise cancel, in whole or in part, any other material Liability (other than intercompany Liabilities), except as required by GAAP or applicable Law, or (4) acquire any material asset or material property other than in the ordinary course of business; (j) not (1) make, change or revoke any material Tax election (it being understood and agreed that any entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) to be classified as an association taxable as a corporation is material), (2) amend any material Tax Return, (3) file any material Tax Return unless such Tax Return shall have been prepared consistent with past practice, (4) enter into any closing agreement pursuant to Section 7121 of the Code (or any similar provision of applicable Law) or any Tax sharing, allocation or indemnity agreement, (5) settle or compromise any claim, liability or assessment relating to Taxes involving amounts in excess of $500,000, (6) surrender any right to claim a refund of material Taxes, or (7) obtain any Tax ruling; (k) not enter into, assume, assign, cancel, terminate, renew, modify, release or amend any Lease, Material Contract, or contract that would be a Material Contract or a transaction that is permitted under Section 7.1Lease if in effect on the date hereof, or assign, compromise, release or waive any rights thereunder; (l) not make any capital expenditures other than pursuant to the Company’s capital expenditure budget, a copy of which has been made available to Purchaser prior to the date hereof or otherwise in the ordinary course of business; (m) Cancel not settle or compromise any material indebtedness Action (including any permit appeal, consent decree or modification or amendment to a consent decree) involving an amount individually or in the aggregate) or waive any claims or rights of substantial value aggregate in excess of $10,000,000;2,000,000 or the imposition of injunctive or equitable relief against the Company or any of the Subsidiaries, including those Actions listed on Schedule 4.01(m); and (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets not authorize any of, or by any other manner, any business commit or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, agree to do take any of the foregoingforegoing actions.

Conduct of the Business. During the period from (a) From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsand the Closing Date, except (A) as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.16.01, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and (B) if Buyer will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser have consented (such consent not to be unreasonably withheld, conditioned conditioned, or delayed):), (C) as otherwise expressly contemplated by this Agreement, or (D) with regard to any Company or Subsidiary action taken by Xxxx Xxxxx or under the direction of Xxxx Xxxxx which was not at the specific direction of the Seller, Seller will not take any actions that are intended to or are reasonably likely to cause the Company and the Subsidiary to conduct the Business other than in the Ordinary Course of Business, and Seller shall not take any actions (or fail to take any commercially reasonable action) that are intended to or are reasonably likely to have a material adverse effect on the current business organization and ongoing operations of the Company and the Subsidiary, its relations and goodwill with suppliers, customers, landlords, employees and creditors with its rights or obligations under the Material Contracts, or the properties and assets of the Company and the Subsidiary including their current state of repair and condition (excluding normal wear and tear). Without Buyer’s consent (such consent not to be unreasonably withheld, conditioned, or delayed), and except for actions taken by Xxxx Xxxxx or under the direction of Xxxx Xxxxx which was not at the specific direction of the Seller, Seller will not, and will not take any action that requires the Company or the Subsidiary to: (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledgedeliver any of the Company’s or the Subsidiary’s equity securities or issue or sell any securities convertible into, or authorize options with respect to, or propose warrants to purchase or rights to subscribe for, any of the issuance, sale Company’s or pledge of, the Subsidiary’s equity securities; (ii) declarerecapitalize, set asidereclassify, combine, split, subdivide or pay redeem, declare any dividends stock or distributions onequity dividend, purchase or otherwise acquire or otherwise make any change in, directly or indirectly, the Company’s or the Subsidiary’s equity interests or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than change with respect to the sale of securities in compliance with Company’s or the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practiceSubsidiary’s capital structure; (diii) Adopt amend its Governing Documents; (iv) make any redemption or purchase of its equity interests; (v) create any new Subsidiary; (vi) (A) sell, assign or transfer any material portion of its tangible assets, or (B) mortgage, encumber, pledge, or impose any Encumbrance upon any of its assets; (vii) incur or guaranty any Indebtedness, or amend and restate any existing Indebtedness (other than terminations, cancellations, or reductions of Indebtedness); (viii) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization merger or other reorganization involving any consolidation of the Companies Company or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Subsidiary; (eix) Except as required pursuant to sell, assign, transfer or exclusively license any Benefit Plan material Intellectual Property, including any Software; (x) enter into any contract, agreement or arrangement that would be a Material Contract in effect if entered into prior to the date of this Agreement hereof; (xi) terminate, cause the termination of, amend, renew, modify or extend any Material Contract in any material respect, or waive or release any rights or claims thereunder; (xii) fail to pay or otherwise satisfy (except if being contested in good faith) any material accounts payable, liabilities, or obligations when due and payable; (xiii) directly or indirectly, merge with or into, consolidate with or acquire any material asset out of the ordinary course consistent with past practiceof, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or paymentcapital contributions to, or fund investments in, or in any advance or loan to, or acquire the securities of, any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPPerson; (fxiv) Modify make any capital expenditures or rescind commitments therefor other than those reflected in the Company’s or the Subsidiary’s budget as of the date hereof as listed on Schedule 6.01(a)(xiv) hereto in an amount not to exceed $25,000; (xv) enter into any other transaction with any of its directors, officers or employees outside the Licenses and Permits, except in the ordinary course Ordinary Course of business Business consistent with past practice; (gxvi) Except for except as required under the terms of any Company Employee Benefit Plan as in effect on the date hereof, (i) Indebtedness increase salaries, bonuses or other compensation or remuneration and benefits payable by the Company to Seller, either of the Companies or any of the Transferred Subsidiaries its employees, officers, directors or other service providers; (ii) increase the benefits provided to any Person under any Company Employee Benefit Plan; (iii) hire or engage the services of any Person with annual base compensation in excess of $80,000; or (iv) terminate or amend any Company Employee Benefit Plan or adopt any new arrangement for the ordinary course benefit or welfare of business consistent with past practiceany officer or employee, incur any Indebtednessdirector or other service provider of the Company that would be a Company Employee Benefit Plan if it were in existence as of the date hereof; (hxvii) Except as required by GAAPsettle any Legal Proceeding; (xviii) cancel any material third-party indebtedness owed to the Company or the Subsidiary; (xix) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any material change in election, or adopt any method of accounting that is inconsistent with positions taken, elections made or make any material tax election other than methods used in preparing or filing similar Tax Returns in prior periods (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries including positions, elections or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries methods that would remain in have the effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected deferring income to result in an increased Tax liability for a taxable period (or portion thereof) periods ending after the Closing Date with respect or accelerating deductions to Purchaserperiods ending on or before the Closing Date), the Companies file any amended Tax Return, settle or the Transferred Subsidiaries, make, amend, or revoke otherwise compromise any material election claim relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle agreement or compromise any claim or assessment similar agreement relating to Taxes; consent , otherwise settle any dispute relating to Taxes, surrender any extension right to claim a Tax refund, offset or waiver of the limitations period applicable other reduction in Tax liability, or request any ruling or similar guidance with respect to any Taxes Taxes; (xx) adopt, amend or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by terminate any Company benefit plan (including, for avoidance of doubt, any retention bonus plan, transaction bonus plan, change of control plan, or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, other compensatory plan with respect to any Straddle Period, employees or consultants of the portion Company or the Subsidiary) or otherwise commit to pay any bonuses or other compensation to any employees of such Straddle Period beginning after the Closing Date, other than in Company or the Subsidiary outside the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000business; or (pxxi) Agreeagree, whether orally or not in writing, to do any of the foregoing, or agree, whether orally or in writing, to any action or omission that would result in any of the foregoing. (b) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, without the prior written approval of Buyer (which approval may be given or denied in Buyer’s sole discretion), Seller shall not permit the Company or the Subsidiary to, directly or indirectly, declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock or common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property other than a distribution of cash not included in the Estimated Closing Statement.

Conduct of the Business. During the period from (a) From the date of this Agreement to the earlier of hereof until the Closing Date or the termination of this Agreement pursuant to its termsDate, except as required by applicable Law, set forth on the attached Conduct of Business Schedule and except as otherwise contemplated provided for by this Agreement or as specifically set forth consented to in Schedule 7.1writing by Purchaser, Seller agrees that it which consent will not be unreasonably withheld or delayed, the Company shall cause use its commercially reasonable efforts to carry on the Companies business of the Company and the Transferred its Subsidiaries to conduct their businesses in the ordinary course consistent with past practiceof business and substantially in the same manner as previously conducted; provided that, the foregoing notwithstanding, the Company may use all available cash to repay any Funded Debt and any Company Expenses prior to the Closing. (b) From the date hereof until the Closing Date, except as otherwise provided for by this Agreement or consented to in writing by Purchaser, which consent will not be unreasonably withheld or delayed, the Company shall not, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred its Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):to: (a) Except for the Pre-Closing Dividend, (i) issue, issue or sell any shares of its or pledge, or authorize or propose any Subsidiary’s capital stock (other than issuances of capital stock pursuant to the issuance, sale or pledge of, exercise of Options outstanding on the date hereof); (ii) declare, set asideissue or sell any securities convertible into, or pay options with respect to, warrants to purchase or rights to subscribe for any dividends shares of its or distributions on, or make any other distributions in respect of, Subsidiary’s capital stock; (iii) spliteffect any recapitalization, combine reclassification, stock dividend, stock split or reclassify or like change in its capitalization; (iv) purchaseamend its or any Subsidiary’s certificate or articles of incorporation or bylaws; (v) adopt a plan of complete or partial liquidation, redeem dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); (vi) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of any Subsidiary; (vii) incur, assume or forgive any long-term or short-term debt or issue any debt securities other than borrowings in the ordinary course of business consistent with past practices; (B) assume, guarantee, endorse or otherwise acquire become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except for obligations of any Subsidiary incurred in the ordinary course of business consistent with past practices; (C) make any loans, advances or capital contributions to or investments in any other person (other than to a Subsidiary or customary loans or advances to employees in each case in the ordinary course of business consistent with past practices of less than $10,000); (D) pledge or otherwise subject to any Lien shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, the Company or any rights, warrants Subsidiary or options to acquire any such shares or other convertible securities of any of the Companies other interests; or (E) mortgage or pledge any of its properties or assets, tangible or intangible, or create or suffer to exist any new Lien (or any increase or expansion of the Transferred Subsidiariesscope of any existing Lien) thereupon other than as a result of modifications to synthetic lease agreements outstanding on the date hereof; (bviii) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding except as may be permitted by Section 6.01(b)(ix) below or as may be required by Applicable Law, (A) enter into or amend any employment agreement or any Transferred Subsidiarybonus, profit sharing or severance agreement other than (x) offer letters to new hires in the ordinary course of business consistent with past practices provided that no such offer letter shall provide (1) for the grant of options under the Employee Benefit Plans that will provide for acceleration, or (2) provide any severance rights, in either case as a result of the transactions contemplated by this Agreement whether or not in connection with any other event, including termination of employment, or alter any “at will” employment relationship and (y) options under the Employee Benefit Plans to purchase shares permitted by Section 6.01(b)(ii) above, or (B) enter into a into, adopt, amend in any manner or terminate any pension, retirement, deferred compensation, employment, health, life, or disability insurance, dependent care, severance or other employee benefit plan agreement, trust, fund or other arrangement for the benefit or welfare of consolidationany director, mergerofficer, share exchangeemployee or consultant in any manner or (C) increase in any manner the compensation or fringe benefits of any existing director, reorganization officer or similar employee, other than increases for employees of the Government services division and increases in the ordinary course of business combinationfor other employees which, on average, will not exceed ten percent (10%) of such employees’ base salary, as set forth on the Compensation Schedule. (ix) agree to pay any severance or termination pay to any director, officer, employee or consultant, except (A) pursuant to written agreements outstanding on the date hereof or the Company’s policy or practice in existence on the date hereof or (B) as required by Applicable Law; (cx) Enter into except as permitted by Section 6.01(b)(xiii)(D) below, purchase, acquire, lease or license-in any Contract with respect to material assets in any sale, transfer, assignment, acquisition, disposition single transaction or Encumbrance series of any amount of assets or securities related transactions having a fair market value in excess of $10,000,000 (100,000 in the aggregate, or sell, transfer or otherwise dispose of any assets other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except sales in the ordinary course of business consistent with past practice; (dxi) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required as a result of a change in law or in GAAP, change any of the accounting principles, practices or methods used by GAAPit; (fxii) Modify or rescind revalue any of its assets or properties, including writing down the Licenses and Permits, except in the ordinary course value of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies assets or any of the Transferred Subsidiaries writing-off notes or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Dateaccounts receivable, other than in the ordinary course of business consistent with past practice practices or a transaction due to changes in GAAP requiring such revaluation that is permitted under Section 7.1are adopted after the date hereof; (mA) Cancel acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other person or division or business unit thereof or any equity interest therein; (B) enter into any contract or agreement that would be material to the Company and its Subsidiaries, taken as a whole, other than customer contracts in the ordinary course of business consistent with past practices; (C) amend, modify or waive any right under any Material Contract (other than customer contracts) of the Company or any Subsidiary; (D) modify its standard warranty terms or amend or modify any warranties in effect as of the date hereof in any material indebtedness manner that is adverse to the Company or any Subsidiary; (E) authorize any additional or new capital expenditure or expenditures that individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, aggregate are in excess of $10,000,000100,000; or (F) enter into any contract that contains non-competition restrictions; (xiv) make or rescind any material election relating to Taxes or settle or compromise any Tax liability or enter into any closing or other agreement with any Tax Authority in each case with respect to any material Tax liability; or file or cause to be filed any material amended Tax Return, file or cause to be filed any claim for refund of Taxes previously paid, or agree to an extension of a statute of limitations with respect to the assessment or determination of Taxes, except in each case as to which the resulting Tax liability is paid prior to Closing or reflected in Net Working Capital; (xv) fail to file any material Tax Returns when due, fail to cause such Tax Returns when filed to be true, correct and complete in all material respects, prepare or fail to file any Tax Return in a manner inconsistent with past practices in preparing or filing similar Tax Returns in prior periods or, on any such Tax Return of the Company, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, in each case, except to the extent required by Applicable Law, or fail to pay any Taxes when due; (xvi) settle or compromise any pending or threatened suit, action or claim that (A) relates to the transactions contemplated hereby or (B) the settlement or compromise of which would require the payment by the Company or any Subsidiary of damages in excess of $100,000 or that would otherwise be material to the Company or involves any equitable relief, except to the extent such amount would be paid or accrued as a reserve prior to Closing; (xvii) enter into any licensing, distribution, sponsorship, advertising, merchant program or other similar contracts, agreements, or obligations which provide for payments by the Company or any Subsidiary in an amount in excess of $50,000 over the noncancelable term of the agreement; (xviii) engage in any action with the intent to directly or indirectly adversely impact any of the transactions contemplated by this Agreement; (xix) amend or terminate any insurance policy (other than the key man insurance policies for Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxx and Xxxxx XxXxxx) without replacing such policy with a policy providing at least equal coverage, insuring comparable risks and issued by an insurance company financially comparable to the prior insurance company; (xx) fail to pay when due, consistent with past practices, its financial obligations in the ordinary course of business, including payments to vendors, landlords and employees; or (pxxi) Agree, whether agree in writing or not in writing, otherwise to do take any of the foregoingactions described in Sections 6.01(b)(i) through 6.01(b)(xx).

Conduct of the Business. During the period from Following the date of this Agreement and prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsArticle 8, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise expressly contemplated by this Agreement, as set forth in Section 4.3 of the Disclosure Schedule, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without with the prior written consent of Purchaser Buyer (such consent not to be unreasonably withheld, conditioned withheld or delayed):), (x) Seller shall, and shall cause the Group Companies to, (1) operate the Business in the ordinary course of business consistent with past practice and (2) use commercially reasonable efforts to preserve the Business substantially intact and maintain existing relations and goodwill with Governmental Authorities, customers, suppliers, licensors, licensees, creditors and employees; and (y) without limiting the provisions of the foregoing clause (x), Seller shall not, and shall cause each of the Group Companies not to: (a) Except for amend any of the Pre-Closing Dividend, Organizational Documents of the Group Companies; (b) (i) issueadjust, sell split, subdivide, combine, recapitalize, reclassify or pledge, or authorize or propose make any other change in the issuance, sale or pledge ofcapital stock of the Group Companies, (ii) declaredirectly or indirectly transfer, set asideissue, deliver, sell, offer to sell, authorize, encumber, pledge or dispose of any shares of the capital stock or any securities convertible or exchangeable into or exercisable for any shares of the capital stock of the Group Companies, (iii) grant any Person options, warrants, calls or other rights to purchase or otherwise acquire, repurchase or redeem equity securities of, or any stock appreciation, phantom stock or other similar right with respect to, the Group Companies or (iv) declare or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any Equity Securities of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationGroup Companies; (c) Enter except as provided on Section 4.3(c) of the Disclosure Schedule or as may be required under applicable Law, (i) increase the annual compensation or benefits payable or to become payable to any of the directors, officers, current or former employees, independent contractors or consultants of the Business, except for increases in compensation and benefits (A) which are made in the ordinary course of business with past practice with respect to employees with a base salary less than $150,000, (B) to the extent required by applicable Law, this Agreement or any Benefit Plan or (C) to comply with Section 409A of the Code and guidance applicable thereunder; (ii) hire, terminate (other than for cause), transfer or promote any U.S. Employee (or any individual who would be a U.S. Employee if employed on the date hereof), except in the ordinary course of business consistent with past practice with respect to employees with a base salary less than $150,000; (iii) hire any individual who would be an Other Country Employee employed on the date hereof, except in the ordinary course of business consistent with past practice with respect to employees with a base salary less than $150,000 (or local currency equivalent thereof); (iv) transfer the employment of any employee of Seller or any of its Affiliates who is not an Employee as of the date hereof such that such individual becomes an Employee; (v) establish, adopt, enter into, amend in any material respect, commence participation in or terminate any Assumed Plan or any plan, policy, program, arrangement or agreement that would be an Assumed Plan if it were in existence as of the date hereof; or (vi) take any action to accelerate the vesting or payment of any compensation or benefits or any action to fund or secure the payment of any compensation or benefits to any U.S. Employee or Other Country Employee or any current or former employee, director, officer, independent contractor or consultant of any Group Companies or the Business; (d) directly or indirectly sell, lease, license, transfer, pledge, encumber, grant, allow to lapse or dispose of any material asset, including the capital stock of the Group Companies, other than (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the disposition of used, obsolete or excess equipment, (iii) other dispositions, including non-exclusive licenses of Intellectual Property Rights to customers and distributors of the products of the Group Companies, made in the ordinary course of business consistent with past practice, or (iv) any Permitted Liens; (e) change in any material respect its accounting policies or procedures, other than as required by a change after the date hereof in GAAP or applicable Law; (f) other than in the ordinary course of business, (i) sell, lease, license or acquire any real property, or (ii) enter into any Contract that provides for the leasing, subleasing, licensing, use, or any leasehold or other interest, as applicable, of or in any real property involving annual payments in excess of $50,000; (g) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization with respect to Seller or the Group Companies; (h) acquire by merging or consolidating with, or purchasing all or a material portion of the assets or Equity Securities of, any corporation, partnership, association or other business organization or division thereof; (i) with respect to any saleof the Group Companies or the Business, transfermake or commit to make any capital expenditures that exceed, assignmentin the aggregate, acquisition$50,000, disposition or Encumbrance except for capital expenditures set forth on Section 4.3(i) of the Disclosure Schedule; (j) waive the restrictive covenant obligations of any amount Employee or any former employee of assets Seller or securities its Affiliates who performed services for the Business; (k) except as required by applicable Law, (i) enter into any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council; or (ii) recognize or certify any labor union, labor organization, works council or group of employees of Seller or its Affiliates as the bargaining representative for any Employees; (l) except in excess the case of $10,000,000 an action taken by an affiliated, consolidated, combined or unitary group of which any of the Group Companies are members along with Seller or an of its Affiliates (other than the Group Companies), with respect to the sale Group Companies, (i) make, change or revoke any material Tax election, (ii) adopt or change any material method of securities Tax accounting, (iii) amend any material Tax Return, (iv) settle or compromise any material claim, notice, audit, assessment or other proceeding relating to Taxes, (v) fail to file any material Tax Return when due, (vi) surrender or compromise any right to claim a material Tax refund, offset or other material reduction in compliance Tax Liability, (vii) enter into any agreement affecting any material Tax Liability or refund or file any request for rulings or special Tax incentives with any Taxing Authority, (viii) enter into any Tax Sharing Agreement, (ix) extend or waive the terms statute of limitations period applicable to any material Tax or Tax Return, or (x) other than in the ordinary course of business, take, cause or otherwise permit any other Person to take or cause any action which could (A) increase Buyer’s or any of its Affiliates (which following the Closing shall include the Group Companies) Liability for Taxes or (B) result in, or change the character of, any income or gain that Buyer or any of its Affiliates (which following the Closing shall include the Group Companies) must report on any Tax Return; (m) (i) enter into any Contract that, if in effect on the date hereof, would be a Material Contract or a Government Contract other than in the ordinary course of business, (ii) amend, modify, renew or waive any material rights or provisions of any Benefit Plan Material Contract or Government Contract other than in the ordinary course of business or (iii) terminate any Material Contract or Government Contract (other than expirations of any such Contract or Government Contract in accordance with its terms); (n) initiate, compromise or enter into any settlement of pending Actions, except any compromise or settlement that does not (A) restrict in any manner the operation of the Business or the Group Companies; (B) require any admission of negligence, misconduct, liability, culpability or responsibility by any Group Companies or the Business; (C) require any non-monetary action or inaction of any Group Companies; or (D) require (or would reasonably be expected to require) a monetary payment of greater than $100,000 and, if less than $100,000, then only to the extent such compromise or settlement is paid in full prior to the Closing or reflected in full as a current Liability for purposes of calculating Closing Working Capital; (o) incur any Funded Indebtedness or any transfer to Seller Liens on any property or Affiliate assets of Seller any Group Companies or the Business (other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25than Permitted Liens), except for (i) Liens to be released at or prior to the Closing or (ii) advancement of credit to customers or expenses to employees in the ordinary course of business consistent with past practice; (dp) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharingContract with any Related Party, Tax allocation, Tax indemnity or similar agreement; enter except for the purchase orders for the purchase and sale of products and services entered into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000Ancillary Agreements contemplated hereby; or (pq) Agree, whether agree or not in writing, otherwise commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.3, the following will not be considered a violation of this Section 4.3 or of any other obligation of Seller to operate the Business as carried on by the Group Companies in the ordinary course of business consistent with past practice: any action taken or not taken by Seller or the Group Companies in good faith in order to comply with any quarantine, “shelter in place”, “stay at home”, social distancing, shut down, closure, sequester or other Laws, guidelines or recommendations of any Governmental Authority in connection with or in response to COVID-19. Any action expressly permitted under any one clause of this Section 4.3 shall be permitted under all other clauses of this Section 4.3. Nothing contained in this Agreement shall give Buyer, directly or indirectly, rights to control or direct the operations of the Group Companies before the Closing. Before the Closing, Seller shall, consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the operations of the Group Companies.

Conduct of the Business. During the period from (a) From the date of this Agreement to hereof until the Closing or the earlier of the Closing Date or the termination of this Agreement pursuant to its termsin accordance with Section 6.1, except as (x) otherwise expressly permitted or required by applicable Lawthis Agreement, as otherwise contemplated by this Agreement or as specifically (y) set forth in Schedule 7.1Section 4.1 of the Seller Disclosure Letter or (z) otherwise requested or consented to in writing by Buyer, Seller agrees that it shall cause the Acquired Companies and the Transferred Subsidiaries to conduct their businesses respective business in the ordinary course consistent with past practice, of business and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Acquired Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):to: (a) Except for the Pre-Closing Dividend, (i) amend its Organizational Documents or take or authorize any action to wind up its affairs or dissolve; (ii) except as contemplated hereby, amend any Plan in any material respect or establish any new arrangement that would (if it were in effect on the date hereof) constitute a Plan, other than in the ordinary course of business in a manner consistent with past practice or to the extent required under any Plan, collective bargaining agreement, labor agreement, works council agreement or other contractual arrangement or by applicable Law; (iii) other than in respect of Investment Assets, issue, sell or pledgegrant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or authorize or propose the issuanceredeem, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem repurchase or otherwise acquire (or agree to redeem, purchase or otherwise acquire) any shares of capital stock of or any class or other securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such capital stock or securities of any Acquired Company or make any changes (by combination, reorganization reverse stock split, reclassification of any shares of capital stock or other convertible securities of any of the Acquired Companies or otherwise) in the Transferred Subsidiariescapital structure of the Acquired Companies (other than pursuant to the terms of awards under any Plan); (biv) Amend the Constituent Documents of Xxxxxx Xxxxxxsell, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any saleassign, transfer, assignmentpledge or encumber, acquisition, disposition or Encumbrance of grant any amount of assets or securities in excess of $10,000,000 Lien (other than with respect to the sale a Permitted Lien) on, any of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or its Assets (other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25than Investment Assets), except in the ordinary course of business consistent with past practicebusiness; (dv) Adopt make any material change to its accounting policies or practices, except as required by GAAP, SAP or applicable Law; (vi) other than as required by GAAP, SAP or applicable Law, employ or utilize any reserving practices and policies that are inconsistent with, or would result in a determination of Insurance Reserves that is materially different from, the Insurance Reserves that would result from the application of the Specified Reserving Policies; (vii) merge or consolidate with any other Person, enter into a business combination with or acquire the business of any other Person or, other than in the ordinary course of business, acquire, lease or license any material right or other material property or assets of any other Person, or adopt a plan of complete or partial liquidation, dissolution, consolidationrehabilitation, restructuring, recapitalization recapitalization, redomestication or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)reorganization; (eviii) Except as required pursuant to enter into or assume any Benefit Plan or contract that would have been a Material Contract if it were in effect prior to on the date of this Agreement hereof, or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees Material Contract (or amend any contract that would have been a Material Contract if it were in effect on the terms of date hereof), including any outstanding equity-based awards predominately with respect to EmployeesReinsurance Agreements, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except than in the ordinary course of business consistent with past practicebusiness; (gix) Except incur any financial Indebtedness for (i) Indebtedness to Sellerborrowed money from third party lending sources, either of the Companies or any of the Transferred Subsidiaries or (ii) other than trade accounts payable and short-term working capital financing, in each case, incurred in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (jx) Settle make any Action where such settlement would reasonably be expected to impose any material restriction on the Companies capital expenditures or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability commitments for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datecapital expenditures, other than capital expenditures or commitments for capital expenditures in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value and not in excess of $10,000,000; (n) Acquire by merging 75,000 in any single instance or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, 100,000 in the aggregate; (xi) forgive, are cancel or compromise any debt or claim or waive or release any right, in each case other than in the ordinary course of business or pursuant to an Insurance Policy; (xii) fail to pay or satisfy when due any liability of the Acquired Companies (other than (a) any liability under an insurance policy issued by a Company Insurer that is within policy limits and is being contested in good faith, or (b) any other liability (including any liability under an insurance policy that is outside policy limits) that is being contested in good faith and is not in excess of $10,000,00075,000); (xiii) make or change any material Tax election, enter into, amend, terminate or otherwise restructure any agreement with any of its Affiliates relating primarily to Taxes (except as contemplated by this Agreement), change an annual accounting period, change any material accounting method, file any amended Tax Return or any claim for any Tax refund, enter into any closing agreement, settle or agree to any Tax Litigation or any material claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax Litigation or assessment, in each case relating to any Acquired Company, provided that the foregoing shall not apply to any such Tax matter unless such Tax matter would have the effect of materially increasing the Tax liability of any Acquired Company for any period ending after the Closing Date or materially decreasing any Tax attribute of any Acquired Company existing on the Closing Date; (xiv) settle or compromise any Litigation, other than settlements or compromises of Litigation in the ordinary course of business or claims under any insurance policies within applicable policy limits; (xv) hire any new employee, except to replace a departing non-senior management employee in the ordinary course of business; (xvi) engage in any transaction, arrangement or contract with any officer, director, stockholder or other insider or Affiliate, except in the ordinary course of business; (xvii) make any loans or investments or guaranty any Indebtedness, except in the ordinary course of business or in accordance with the Acquired Companies’ investment guidelines applicable to Investment Assets; (xviii) sell, assign, transfer, license, sublicense or otherwise encumber any of the Owned Intellectual Property or abandon or permit to lapse any of the Owned Intellectual Property, except in the ordinary course of business; (xix) enter into or agree to any regulatory restrictions or arrangements adversely affecting any of the Company Insurer’s Insurance Licenses listed in Section 2.14 of the Seller Disclosure Letter other than any such restrictions or arrangements required by applicable Law; (xx) forfeit, abandon, amend, modify, waive or terminate any Insurance License, necessary to conduct the Business, except as may be required by applicable Law; or (pxxi) Agree, whether agree or not in writing, commit to do any of the foregoing.

Conduct of the Business. During (a) The Company covenants and agrees that, except as expressly contemplated by this Agreement, the period Additional Agreements, in the ordinary course of business or as set forth on Schedule 6.1(a), from the date of this Agreement to hereof until the earlier of the Closing Date or and the termination of this Agreement pursuant in accordance with its terms (the “Interim Period”), the Company Group shall (I) conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, (II) duly and timely file all Tax Returns required to be filed (or obtain a permitted extension with respect thereto) with the applicable Taxing Authorities and pay any and all Taxes due and payable during such time period; (III) duly observe and comply with all applicable Law and Orders; and (IV) use its termscommercially reasonable efforts to preserve intact its business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties. Without limiting the generality of the foregoing, and except as required by applicable Law, as otherwise expressly contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, Additional Agreements or as required by applicable Law, Law or as specifically set forth in on Schedule 7.1 of Seller’s Disclosure Schedules6.1(a), Seller shall not permit any of from the Companies or the Transferred Subsidiaries to take any of the following actions, prior to date hereof until the earlier of the Closing Date or and the termination of this Agreement pursuant to in accordance with its terms, without the Purchaser’s prior written consent of Purchaser (such consent which shall not to be unreasonably withheldconditioned, conditioned withheld or delayed):), the Company shall not, or permit its Subsidiaries to: (a) Except for the Pre-Closing Dividend, (i) issueamend, sell modify or pledgesupplement its certificate of incorporation or bylaws or other organizational or governing documents except as contemplated hereby, or authorize engage in any reorganization, reclassification, liquidation, dissolution or propose the issuance, sale or pledge of, similar transaction; (ii) declareamend, set asidewaive any provision of, terminate prior to its scheduled expiration date, or pay otherwise compromise in any dividends way or distributions onrelinquish any material right under, or make any other distributions in respect ofmaterial contract, (iii) splitagreement, combine or reclassify or (iv) purchaselease, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares license or other convertible securities right or asset of any of the Companies such party or the Transferred its Subsidiaries; (biii) Amend other than in the Constituent Documents ordinary course of Xxxxxx Xxxxxxbusiness, MK Holding or any Transferred Subsidiarymodify, amend or enter into any contract, agreement, lease, license or commitment, including for capital expenditures, that extends for a plan term of consolidation, merger, share exchange, reorganization one year or similar business combinationmore or obligates the payment by it of more than $100,000 (individually or in the aggregate); (civ) Enter into any Contract with respect to any salesell, transferlease, assignment, acquisition, disposition license or Encumbrance otherwise dispose of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)its material assets, except pursuant to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practicepractices; (dv) Adopt a plan sell, lease, license or otherwise dispose of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies Company Owned IP; (vi) (A) pay, declare or the Transferred Subsidiaries promise to pay any dividends, distributions or other amounts with respect to its capital stock or other equity securities; or (other than B) except as contemplated hereby or by any Additional Agreement, amend any term, right or obligation with respect to any transfer to Seller or an Affiliate outstanding shares of Seller its capital stock or other sale or liquidation of auction rate equity securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (evii) Except as required pursuant (A) make any loan, advance or capital contribution to any Benefit Plan Person; (B) incur any Indebtedness including drawings under the lines of credit, if any, other than intercompany Indebtedness; or Contract (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in effect prior to the date of this Agreement or otherwise in the ordinary course consistent accordance with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPthereof; (fviii) Modify suffer or rescind incur any Lien, except for Permitted Liens on its assets; (ix) delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of the Licenses and PermitsCompany Group, except in the ordinary course of business consistent with past practicepractices); (gx) Except for (i) Indebtedness to Sellermerge or consolidate or enter a similar transaction with, either or acquire all or substantially all of the Companies assets or business of, any other Person; make any material investment in any Person; or be acquired by any other Person; (xi) terminate or allow to lapse any insurance policy protecting any of its assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect; (xii) adopt any severance, retention or other employee plan or fail to continue to make timely contributions to each Plan in accordance with the terms thereof; (xiii) institute, settle or agree to settle any Action before any Authority, in each case in excess of $100,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on it; (xiv) except as required by U.S. GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets; (xv) change its principal place of business or jurisdiction of organization; (xvi) issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities; (xvii) (A) make, change or revoke any material Tax election; (B) change any method of accounting; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes of the Company Group; (D) enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement relating to any Taxes of the Company Group, in each case other than any Commercial Tax Agreement; or (E) surrender or forfeit any right to claim a Tax refund; (xviii) enter into any transaction with or distribute or advance any assets or property to any of its Affiliates (other than to its Subsidiaries), other than the payment of salary and benefits in the ordinary course; (xix) (A) terminate without “cause” any senior executive of any member of the Company Group or (B) hire or engage any new senior executive of any member of the Company Group; (xx) other than as required by a Plan, (A) increase or change the compensation or benefits of any employee or service provider of the Company Group, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider of the Company Group, (C) enter into, amend or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) make any loan to any present or former employee or other individual service provider of the Transferred Subsidiaries or (ii) Company Group, other than advancement of expenses in the ordinary course of business consistent with past practicepractices, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (iiE) enter into, amend or terminate any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association collective bargaining agreement or other business organization agreement with a labor union or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000labor organization; or (pxxi) Agree, whether agree or not in writing, commit to do any of the foregoing. (b) Neither party shall (i) take or agree to take any action that would be reasonably likely to cause any representation or warranty of such party to be inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date, in each case, such that it would or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 7.2(b), 7.2(c), 7.3(b) or 7.3(c), as applicable, impossible or (ii) omit to take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect at any such time, in each case, such that it would or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 7.2(b), 7.2(c), 7.3(b) or 7.3(c), as applicable, impossible. (c) Purchaser covenants and agrees that except as expressly contemplated by this Agreement or the Additional Agreements, during the Interim Period, Purchaser shall comply with the Trust Agreement and shall cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including for the payment of (i) all amounts payable to public holders of shares of Purchaser Common Stock, (ii) deferred underwriting commissions and the expenses of Purchaser and the Company Group to the third parties to which they are owed, and (iii) the remaining monies in the Trust Account to Purchaser or the Company after the Closing. (d) Notwithstanding the foregoing, the Company and Purchaser and their respective Subsidiaries shall be permitted to take any and all actions required to comply with the quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any Authority (including the Centers for Disease Control and Prevention, OSHA and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the CARES Act or any changes thereto.

Conduct of the Business. During the period from the date of this Agreement Prior to the earlier of the Closing Date or and the termination of this Agreement pursuant to its termsSection 5.1 (the “Pre-Closing Period”), except as required by applicable Lawthe Company shall, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it and shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practiceeach Company Subsidiary to, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having carry on its business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction and maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it; provided that is permitted under Section 7.1;nothing in this sentence shall require any actions that are prohibited by applicable Law. During the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries not to: (m1) Cancel make, declare or pay any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets dividend (other than inventorydividends on its Series A Preferred Stock and Series B Preferred Stock in the ordinary course of business consistent with past practice and in accordance with the terms thereof) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make any other distribution on, or incur directly or indirectly redeem, purchase or otherwise acquire, any such expenditures which, in shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the aggregate, are in excess passage of $10,000,000time or the occurrence of certain events) into or exchangeable for any shares of its capital stock; or (p2) Agreeamend the Company Articles, whether Company Bylaws or not in writing, to do comparable governing or organizational document of any of the foregoingCompany Subsidiaries (except as contemplated by this Agreement). If the Company takes any action that would require any antidilution adjustment to be made under the Certificate of Designation or the Warrants as if issued on the date of this Agreement, the Company shall make appropriate adjustments such that Purchaser will receive the benefit of such transaction as if the Securities to be delivered and paid for by Purchaser on the Closing Date had been outstanding as of the date of such action.

Conduct of the Business. During the period from (a) From the date of this Agreement to hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its termsand the Closing Date, except (i) as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.15.01 of the Company Disclosure Letter, Seller agrees that it shall cause (ii) if Parent will have consented (which consent will not be unreasonably withheld, conditioned or delayed) after notice has been provided by the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except Company or (iii) as otherwise contemplated by this Agreement, as required by applicable Lawthe Company (A) will conduct its business and the businesses of the other Group Companies in the Ordinary Course of Business and use commercially reasonable efforts to keep available the services of its and the other Group Companies’ officers and employees; and (B) shall and shall cause the Group Companies to, or as specifically keep all insurance policies set forth in Schedule 7.1 3.14 of Seller’s the Company Disclosure SchedulesLetter, Seller shall or policies that are substantially similar in all material aspects with the terms, conditions, retentions, and limits of liability under the insurance policies set forth on Schedule 3.14 of the Company Disclosure Letter, in full force and effect, provided that, notwithstanding the foregoing or clause (A) or (B) of this Section 5.01, the Company may use available Cash to repay any Indebtedness; and (C) will not, and will not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Group Company to: (a) Except for the Pre-Closing Dividend, (i) except for issuances of (A) replacement certificates for shares of Company Stock, (B) new certificates for shares of Company Stock in connection with a transfer of Company Stock by the holder thereof or (C) new certificates for shares of Company Common Stock in connection with the conversion of Company Preferred Stock, issue, sell or pledgedeliver any of its or any of its Subsidiaries’ equity securities or issue or sell any securities convertible into, or authorize options with respect to, or propose the issuancewarrants to purchase or rights to subscribe for, sale any of its or pledge of, any of its Subsidiaries’ equity securities; (ii) declareeffect any recapitalization, set asidereclassification, equity split or like change in its capitalization; (iii) amend its Organizational Documents or any of its Subsidiaries’ organizational documents; (iv) make any distribution of Cash (other than the payment of cash dividends by the Company in the Ordinary Course of Business to holders of Company Preferred Stock (including in connection with the conversion of the same to Common Stock) who were such holders on the date of this Agreement) or property or otherwise declare or pay any dividends or distributions dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other distributions acquisition of, any of its capital stock or common shares, as applicable, or make any other distribution in respect ofthereof, either directly or indirectly, whether in Cash or property. (iiiv) split(A) sell, combine assign or reclassify transfer any material portion of its tangible assets, except in the Ordinary Course of Business for (1) inventory assets and (2) non-inventory assets having an aggregate value of less than $200,000 and except for sales of obsolete assets or assets with de minimis or no book value; or (ivB) purchasemortgage, redeem encumber, pledge, or otherwise acquire impose any shares Lien upon any of its assets, except for Permitted Liens or in the Ordinary Course of Business; (vi) sell, assign, transfer or exclusively license (as licensor) any material patents, trademarks, trade names or copyrights, except in the Ordinary Course of Business; (vii) materially amend or voluntarily terminate any Material Contract or Real Property Leases other than in the Ordinary Course of Business; (viii) make any capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stockinvestment in, or any rightsadvance or loan to, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 Person (other than with respect to among the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25Group Companies), except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (dix) Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or enter into any other reorganization involving transaction with any of its directors, officers or employees outside the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate Ordinary Course of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Business; (ex) Except as required pursuant except in the Ordinary Course of Business, (A) materially increase salaries, severance, pension, bonuses or other compensation and benefits payable by a Group Company to any of its employees, officers, directors or other service providers; (B) adopt any Company Employee Benefit Plan Plan; or Contract in effect prior to the date of this Agreement (C) hire or otherwise in the ordinary course consistent with past practiceengage any new employee or consultant, (i) grant if such new employee or provide any severance or termination payments or benefits consultant will receive annual base compensation in excess of $200,000 100,000; (xi) except where control over such settlement is held by the insurer under a policy of insurance set forth on Schedule 3.14 of the Company Disclosure Letter, settle any Legal Proceeding if (A) the amount payable by any Group Company in connection therewith would exceed $100,000 or (B) such settlement would be reasonably likely to have a material and adverse effect on the post-Closing operations of the business of any Group Company; (xii) cancel any material third-party indebtedness owed to any Employee, Group Company; (iixiii) increase the compensation, bonus make or pension, welfare, severance change any material election in respect of Taxes or other benefits material method of accounting or accounting policies of any Employee by more than ten percent (10%) or make any new equity awards to any EmployeeGroup Company, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be each case unless required by Law or GAAP; (fxiv) Modify or rescind file any of the Licenses and Permits, except in the ordinary course of business consistent Tax Return materially inconsistent with past practice; (g) Except for (i) Indebtedness to Sellerpractice or, either of the Companies or on any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practicesuch Tax Return, incur take any Indebtedness; (h) Except as required by GAAPposition, make any material change in election, or adopt any method of accounting that is materially inconsistent with positions taken, elections made or make any material tax election other than methods used in preparing or filing similar Tax Returns in prior periods (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries including materially inconsistent positions, elections or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries methods that would remain in have the effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected deferring income to result in an increased Tax liability for a taxable period (or portion thereof) periods ending after the Closing Date with respect or accelerating deductions to Purchaser, periods ending on or before the Companies Closing Date); (xv) settle or the Transferred Subsidiaries, make, amend, or revoke otherwise compromise any material election Claim relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle agreement or compromise any claim or assessment similar agreement relating to Taxes; consent , otherwise settle any material dispute relating to Taxes, or request any extension ruling or waiver similar guidance with respect to Taxes, in each case unless required by Law or GAAP; (xvi) make any acquisition of the limitations period applicable to a business or a division thereof, or consummate any Taxes merger or Tax Returns; similar business combination or enter into any material transaction binding agreement for such an acquisition, merger or similar business combination with any Person (provided that (A) non-binding letters of interests will not be considered a binding agreement solely due to binding provisions related to exclusivity, expenses, confidentiality, choice of law or transactionsother similar matters, which in the aggregate are materialand (B) pursuant licenses of intellectual property rights (whether exclusive or non-exclusive) will not be deemed to which consideration is received by any Company be an acquisition, merger or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of similar business consistent with past practice or a transaction that is permitted under Section 7.1combination); (mxvii) Cancel incur any material indebtedness (individually Indebtedness or in the aggregate) issue or waive sell any claims debt securities or warrants or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion to acquire any debt securities of the assets of, or by any other manner, any business Company or any corporationof its Subsidiaries or assume, partnershipguarantee, association or other business organization or division thereof endorse or otherwise acquire as an accommodation become responsible for the obligations of any assets Person (other than inventorya wholly owned Subsidiary of the Company) that are material; for Indebtedness (oexcept for (A) Make or incur any capital expenditure that is in connection with refinancing of existing Indebtedness on terms no less favorable to the Company than, and in an aggregate principal amount not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 of, such existing Indebtedness or make (B) borrowings under or incur any such expenditures which, in permitted by the aggregate, are in excess of $10,000,000Company’s existing credit facilities); or (pxviii) Agreeagree, whether orally or not in writing, to do any of the foregoing, or agree, whether orally or in writing, to any action or omission that would result in any of the foregoing. (b) Nothing contained in this Agreement will give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Closing. The Group Companies’ taking, or failure to take, any action prohibited by Section 5.01(a), as a result of Parent not timely consenting to the notice required to be delivered by the Company to Parent pursuant to Section 5.01(a), will not be a breach of this Agreement. (c) Notwithstanding anything to the contrary in Section 5.01(a), no Group Company that is directly or indirectly wholly owned by the Company shall be restricted from (i) paying to its sole equity holder parent Group Company dividends or distributions (as applicable) or redemptions on account of such wholly owned equity interests, (ii) repaying or cancelling intercompany loans or advances made by any Group Company that is directly or indirectly wholly owned by the Company or (iii) making other intercompany transfers of property to any other Group Company that is directly or indirectly wholly owned by the Company.

Conduct of the Business. (a) During the period from the date of this Agreement to Date and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Effective Time (the “Pre-Closing Period”), the Company will, and will cause each of its Subsidiaries to to, (i) conduct their businesses the Business in the ordinary course consistent with past practiceof business, (ii) use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its present officers and will employees and (iii) use commercially reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve satisfactory relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated distributors, licensors, licensees; except for actions (x) required by Applicable Law, (y) expressly required by this Agreement, as required by applicable Lawand (z) undertaken with the prior written consent of Parent. (b) During the Pre-Closing Period, the Company will not, and will cause each of its Subsidiaries to not, directly or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedulesdirectly, Seller shall not permit any of the Companies take or the Transferred Subsidiaries propose or agree to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, actions without the Parent’s prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):); except for actions as set forth on Schedule 5.1(b) of the Disclosure Schedule: (a) Except for the Pre-Closing Dividend, (i) issue, sell amend or pledgepropose any amendments to the Charter or the Bylaws, or authorize the certificate of incorporation, bylaws or propose the issuance, sale other equivalent organizational or pledge of, governing documents of any Subsidiary; (ii) declare, set aside, merge or pay any dividends or distributions on, or make consolidate itself with any other distributions in respect of, (iii) split, combine Person or reclassify or (iv) purchase, redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practice; (d) Adopt adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving reorganization; (iii) declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any Company Shares or other shares of capital stock; (iv) repurchase or otherwise acquire, directly or indirectly, any of its equity interests except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service; (i) enter into, amend, modify or terminate any (A) Contract that would (if entered into, amended or modified prior to the Agreement Date) constitute a Material Contract, (B) other Material Contract or (C) Contract requiring a novation or consent in connection with the Transactions, (ii) violate, terminate, amend or modify (including by entering onto a new Contract with such party or otherwise) or waive any of the terms of any of its Material Contracts, or (iii) enter into, amend, modify or terminate any Contract or waive, release or assign any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (A) adversely affect the Acquired Companies (or, following consummation of the Merger, Parent or any of its Affiliates) in any material respect, or (B) materially impair, delay or prevent the ability of the Acquired Companies to perform their respective obligations under this Agreement or consummate the Transactions or otherwise prevent the consummation thereof; provided that this Section 5.1(b)(v) shall not require the Acquired Companies to seek or obtain Parent’s consent in order to set or change the prices at which the Acquired Companies sells products or provides services to current end users in the ordinary course of business and consistent with past practice; (vi) issue, deliver, grant or sell or authorize or propose the issuance, delivery, grant or sale of, or purchase or propose the purchase of any equity interests, or enter into or authorize or propose to enter into any Contracts of any character obligating it to issue any equity interests, other than: (A) the issuance of Company Shares pursuant to the exercise of Options or Warrants that are outstanding in accordance with terms as in effect as of the Agreement Date, (B) the issuance of Company Shares upon conversion of Company Preferred Stock outstanding on the Agreement Date, (C) the repurchase of any Company Shares from former employees, non-employee directors and consultants in accordance with Contracts providing for the repurchase of shares in connection with any termination of service or (D) in the ordinary course of business, the proposed issuance or proposed grant of Options to potential employees or other service providers contained in offer letters or like documents having such terms and not exceeding the amounts set forth in Schedule 5.1(b)(vi) of the Disclosure Schedule; (vii) (A) hire or engage the services of any additional officers or other employees, or any consultants or independent contractors other than (1) as set forth in Schedule 5.1(b)(vii) of the Disclosure Schedule or (2) in each case, if the annual aggregate compensation (based on base salary or hourly wage rate) for such Person would exceed $100,000, up to an aggregate amount of $500,000 for all such Persons hired or engaged (B) terminate the employment or services, change the title, office or position, or materially reduce the responsibilities of any employee, consultant or independent contractor of any Acquired Company, other than any terminations for “cause,” (C) amend or extend the term of any employment or consulting agreement with, or Option held by, any officer, employee, consultant or independent contractor other than as contemplated by this Agreement or (D) add any new members to the Board or the Transferred Subsidiaries board of directors or equivalent governing body of any Subsidiary; (viii) make any loans or advances (other than routine expense advances to employees of any Acquired Company consistent with respect past practice) to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, or prepay any Debt; (ix) assign, transfer or license to any Person any rights to any Company-Owned Intellectual Property (other than non-exclusive licenses of Company-Owned Intellectual Property granted in the ordinary course of business consistent with past practice), or assign, transfer or provide a copy of any Company Source Code to Seller any Person (including any current or an Affiliate former employee or consultant of Seller the Company or any contractor or commercial partner of the Company) (other sale than providing access to Company Source Code to current employees or liquidation consultants of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25the Company involved in the development of the Company Products on a need to know basis in the ordinary course of business and consistent with past practice); (ex) Except as required pursuant issue, deliver or provide any new releases for any of the Company Products to any Benefit Plan Person or Contract in effect prior make any material changes to the date Company Products outside of this Agreement or otherwise in the ordinary course consistent with past practice, of business. (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (ivxi) take any action to accelerate the vesting or paymentregarding a patent, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial patent application or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees Company Registered Intellectual Property, other than filing continuations for existing patent applications or to change the manner in which contributions to such plans are made completing or the basis on which such contributions are determinedrenewing registrations of existing patents, except as may be required by GAAP; (f) Modify domain names, trademarks or rescind any of the Licenses and Permits, except service marks in the ordinary course of business consistent with past practice; (gxii) Except for (i) Indebtedness to Sellersell, either lease, license or otherwise dispose or permit the lapse of the Companies or any of the Transferred Subsidiaries its tangible or (ii) intangible assets, other than sales and nonexclusive licenses of Company Products in the ordinary course of business consistent with past practice, incur or enter into any IndebtednessContract with respect to the foregoing; (hxiii) Except as required by GAAPincur or guarantee any Debt; (xiv) pay, make discharge or satisfy (A) any material change in Liability to any method Person who is an officer, director or stockholder of accounting or make any material tax election Acquired Company (other than (i1) compensation due for services as an election made consistent with past practices of the Companies and the Transferred Subsidiaries officer or director, (ii2) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except expense reimbursements in the ordinary course of business and consistent with GAAP; past practice or (l3) Except as would not reasonably be expected required indemnification or expense advancement payments to result in an increased Tax liability for a taxable period (any director or portion thereof) ending after officer pursuant to the Closing Date with respect to PurchaserCharter, the Companies Bylaws or any indemnification agreements, in each case, in effect on the Transferred Subsidiaries, make, amend, Agreement Date) or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise (B) any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, Liability arising other than in the ordinary course of business consistent with past practice practice, in each case, other than the payment, discharge or a transaction that is permitted under Section 7.1satisfaction of Transaction Expenses and Liabilities reflected or reserved against in the Financial Statements; (mxv) Cancel defer payment of any material indebtedness (individually accounts payable, provide any discount, accommodation or other concession to accelerate or induce the collection of any receivable or change the manner in which it provides warranties, discounts or credits to customers other than in the aggregateordinary course of business; (xvi) make any capital expenditures, capital additions or capital improvements; (xvii) materially change the amount of, or terminate, any insurance coverage; cancel, release or waive any material claims or material rights of substantial value in excess of $10,000,000held by any Acquired Company; (nxviii) Acquire by merging (A) adopt or consolidating withamend any employee or compensation benefit plan, including any stock issuance or stock option plan, or by purchasing a substantial portion amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, Applicable Law or as necessary to maintain the qualified status of such plan under the Code, (B) amend any deferred compensation plan within the meaning of Section 409A of the assets ofCode and the regulations thereunder, except to the extent necessary to meet the requirements of such section or notice, (C) grant or pay, or by enter into any Contract providing for the granting or payment of any special bonus or special remuneration to any employee or non-employee director or consultant or (D) increase the salaries, wage rates or fees of its employees or consultants; (xix) grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other mannerbenefits, to any Person, except as provided in a written agreement entered into prior to the Agreement Date as set forth in Schedule 3.17(a)(viii) of the Disclosure Schedule; (xx) (A) commence a lawsuit involving any Acquired Company other than (1) for a breach of this Agreement or (2) for the routine collection of bills (for (2), after reasonable consultation with Parent prior to filing such a suit) or (B) settle or agree to settle any pending or threatened lawsuit or other dispute (including any demand for appraisal of the Company Shares); (xxi) acquire any business or any corporation, partnership, association or other business organization or division thereof thereof, or otherwise acquire or agree to acquire any assets (other than inventory) that are material; (o) Make , individually or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are to the Company or the Business, or enter any joint venture, strategic alliance or partnership; (xxii) make or change any election in excess respect of $10,000,000Taxes, adopt or change any accounting method in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, enter into any Tax sharing or similar agreement or closing agreement, assume any Liability for the Taxes of any other Person (whether by Contract or otherwise), settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes, or enter into intercompany transactions giving rise to deferred gain or loss; (xxiii) change accounting methods or practices or revalue any of its assets, except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Parent; (xxiv) place or allow the creation of any Lien (other than a Permitted Lien) on any of its properties; or (pxxv) Agreeacquire, whether apply, register or not file for any new Permits or amend any existing Permit with any Governmental Body in writingany jurisdiction or correspond with any Governmental Body on any matter that would reasonably be expected to be material to Parent (following the Effective Time) or the Transactions, other than in order to do effect the Transactions. (c) During the Pre-Closing Period, the Company will use commercially reasonable efforts to perform and cooperate with Parent in performing of the actions set forth in Schedule 5.1(c) of the Disclosure Schedule (the “Pre-Closing Steps”); provided that, for the avoidance of doubt, the mere failure to complete any of the foregoingPre-Closing Steps shall not, and in and of itself, demonstrate failure to use commercially reasonable efforts. The Company shall regularly consult with Parent in connection with the Pre-Closing Steps and consider in good faith any feedback from Parent in respect thereof.

Conduct of the Business. During The Company agrees that, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its termsClosing, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable LawSchedules or Exhibits hereto, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller consented to by Buyer (which consent shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):), the Company will, and will cause each Subsidiary to: (a) Except not amend the Partnership Agreement in the case of the Company, or the certificates or articles of incorporation or bylaws in the case of any Subsidiary; (b) not authorize for the Pre-Closing Dividendissuance, (i) issue, sell or sell, pledge, encumber or authorize deliver or propose the issuanceagree or commit to issue, sale sell, pledge, encumber or pledge of, (ii) declare, set asidedeliver any equity ownership interests, or pay not issue any dividends securities convertible into, exchangeable for or distributions onrepresenting a right to purchase or receive any equity ownership interests, or make not enter into any other distributions in contract with respect of, to the issuance of equity ownership interests; (iiic) not split, combine or reclassify any equity ownership interests of the Company; not declare, set aside or (iv) purchasepay any equity ownership distribution in respect of its equity ownership interests, provided that the Company and its Subsidiaries may make cash dividends or pay cash dividends in respect of their respective partnership interests or capital stock in accordance with Section 6.13 hereof; or not redeem or otherwise acquire any shares of capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except in the ordinary course of business consistent with past practiceits equity ownership interests; (d) Adopt a plan except as set forth on Schedule 6.1(d), (i) not incur any Indebtedness or guarantee any Indebtedness of complete another Person, issue or partial liquidation, dissolution, consolidation, restructuring, recapitalization sell any debt securities or warrants or other reorganization involving rights to acquire any debt securities, guarantee any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition to another Person, except for short-term borrowings incurred in the Companies Ordinary Course not exceeding $15,000,000 in the aggregate (including all expenses associated with incurring such obligations, including but not limited to filing fees, prepayment fees, accountant fees, attorney’s fees, banking fees and penalties) or the Transferred Subsidiaries (ii) not make any loans, advances or capital contributions to, or investments in, any other Person other than with respect to or in the Company or any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)Subsidiary; (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to use its commercially reasonable efforts, taking into account the date impact of the transaction contemplated by this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to EmployeesAgreement, to preserve intact the extent not already provided in any such Benefit Plan or (v) change any actuarial or current business organization of the Company, keep available the services of the present employees of the Company and maintain business relationships with, suppliers, customers, landlords, creditors, distributors, and all other assumptions used to calculate funding obligations Persons having business relationships with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAPCompany; (f) Modify not mortgage, pledge or rescind subject to any of the Licenses and Permitsmaterial Lien or security interest (other than Permitted Liens) any material asset, except in the ordinary course of business consistent with past practiceOrdinary Course; (g) Except for (i) Indebtedness to Sellerexcept as set forth on Schedule 6.1(g), either of not enter into or amend the Companies Company Collective Bargaining Agreement or any Company Benefit Plan, employment, bonus, severance or retirement contract or arrangement, including those set forth in Schedule 3.19(a), or increase any salary or other form of the Transferred Subsidiaries compensation payable or (ii) to become payable to any of its executives, partners, affiliates, or employees, enter into or amend any contract or arrangement of any affiliates, or employees nor pay any special bonus to its executives, partners, affiliates, directors or employees, except for payments under those Contracts and arrangements disclosed in the ordinary course of business consistent with past practice, incur any IndebtednessSchedules; (h) Except as required by GAAPnot sell, make lease, license or otherwise dispose of or agree to sell, lease, license or otherwise dispose of any of its material change assets, properties, rights or claims, except in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries)Ordinary Course; (i) Enter into not amend, cancel or terminate any new material line of businessexisting lease agreement, except in the Ordinary Course; (j) Settle not modify, amend, cancel or terminate any Action where such settlement would reasonably be expected existing agreement or arrangement involving any obligation with a value in excess of $1,000,000 and not otherwise expressly provided for in this Section 6.1, except in the Ordinary Course; (k) except as set forth on Schedule 6.1(k), not cause or permit the Company or any Subsidiary to impose (i) make, change or revoke any material restriction election in respect of Taxes, (ii) adopt or change any material accounting method in respect of Taxes, (iii) enter into any Tax allocation, indemnification, sharing, or similar agreement or any other agreement under which such entity is actually or potentially liable for any Taxes of any other Person, (iv) file any amended Tax Return to claim a refund of Taxes or surrender any right to claim a refund of Taxes if such amendment, action, or omission could adversely affect such entity, Buyer or any of their Affiliates with respect to any taxable period (or portion thereof) beginning on or after the Companies Closing Date, or the Transferred Subsidiaries that would remain (v) settle or compromise any material claim, notice, audit, deficiency, or assessment in effect respect of Taxes if any such making, change, revocation, adoption, entering into, filing, settlement or compromise referred to in this Section 6.1(k) could adversely affect such entity, Buyer or any of their Affiliates with respect to any taxable period (or portion thereof) beginning on or after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke make any material election relating to Taxes; adopt Software Enhancements or change any accounting method relating to Taxes; file any amended other material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior changes to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, Software other than in the ordinary course of business consistent with past practice Ordinary Course, nor shall the Company willfully introduce any Harmful Code into the Software or a transaction that is permitted under Section 7.1the Software Enhancements; (m) Cancel not, directly or indirectly, or through its respective officers, directors, employees, investment bankers, attorneys, accountants or other agents or those of any material indebtedness of its subsidiaries (individually such persons, collectively, the “Representatives”) (i) initiate, solicit or knowingly encourage (including by way of providing information) any prospective purchaser or invite the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to any proposal to acquire the Company or all or substantially all of the Company’s assets or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations or (ii) accept a proposal to acquire the aggregate) Business or waive enter into any claims agreement or rights agreement in principle providing for or relating to an acquisition of substantial value the Business; in excess of $10,000,000;each case, except with respect to Buyer. (n) Acquire by merging or consolidating with, or by purchasing a substantial portion otherwise report periodically to Buyer concerning status of the assets ofBusiness, or operations and finances of the Company and the Subsidiaries as permitted by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are materialapplicable Law and as reasonably requested by Buyer; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and thatconfer with the Buyer as reasonably requested concerning operational matters of a material nature, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000as permitted by applicable Law; orand (p) Agree, whether or not agree in writing, or otherwise, to do take any of the foregoingaction described in this Section 6.1.

Conduct of the Business. During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, except as required by applicable Law, (a) Except as otherwise contemplated by this Agreement or as specifically set forth consented to in Schedule 7.1, Seller agrees that it shall cause writing by the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required by applicable Law, or as specifically set forth in Schedule 7.1 of Seller’s Disclosure Schedules, Seller shall not permit any of the Companies or the Transferred Subsidiaries to take any of the following actions, prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, without the prior written consent of Purchaser (such which consent will not to be unreasonably withheld, conditioned or delayed):), from the date hereof until the Closing Date, the Company shall use its reasonable efforts to conduct its business and the businesses of its Subsidiaries in the ordinary course of business consistent with past practice; use reasonable efforts to maintain its tangible assets and properties in good working condition and repair, subject to ordinary wear and tear; use its reasonable efforts to preserve in all material respects its current relationships with customers, employees, suppliers and other Persons with which the Company or its Subsidiaries have material business relations; and use reasonable efforts to preserve the goodwill and ongoing operations of the business. (ab) Except for Without limiting the Pre-generality of the foregoing, from the date hereof until the Closing DividendDate, except as otherwise contemplated by this Agreement or consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Company hereby agrees that the Company shall not, and shall not permit any of its Subsidiaries to: (i) issue, sell or sell, pledge, encumber or authorize or propose the issuance, sale or pledge of, (ii) declare, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or (iv) purchase, redeem or otherwise acquire deliver any shares of capital stock of any class (or options or other securities convertible into or exchangeable or exercisable for for, with or without additional consideration, such capital stock); (ii) split, combine or reclassify any shares of its capital stockstock or declare, set aside or pay any rightsdividends or make any other distributions (whether in cash, warrants or options to acquire any such shares stock or other convertible securities property) in respect of any such shares, except for dividends and distributions by a wholly-owned Subsidiary of the Companies Company to another wholly-owned Subsidiary of the Company or to the Transferred Company; (iii) amend the certificate of incorporation or bylaws (or equivalent governing documents) of the Company or its Subsidiaries; (biv) Amend except as provided in Section 2.04 (Investment Transactions), make any redemption, purchase or otherwise acquire for any consideration any outstanding shares of its capital stock or securities carrying the Constituent Documents of Xxxxxx Xxxxxxright to acquire or which are convertible into or exchangeable or exercisable for, MK Holding with or any Transferred Subsidiarywithout additional consideration, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combinationsuch capital stock; (cv) Enter into make any Contract with respect to loans or advances of borrowed money or capital contributions to, or equity investments in, any saleother Person, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect the extension of trade credit to the sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except customers and suppliers in the ordinary course of business consistent with past practice; (dvi) Adopt a plan create any Subsidiary or make any acquisition or disposition of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25)stock; (evii) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement buy, sell, lease, assign, transfer, or otherwise in the ordinary course consistent acquire or dispose of, pledge or encumber property or assets or equity interests with past practice, (i) grant or provide any severance or termination payments or benefits a value in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits 500,000 of any Employee by more than ten percent (10%) Person, business or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determineddivision, except as may be required by GAAP; (fa) Modify acquisitions or rescind any dispositions of the Licenses inventory and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) equipment in the ordinary course of business consistent with past practice, incur any Indebtednessor (b) non-exclusive licenses of Intellectual Property in the ordinary course consistent with past practice; (hviii) Except as required by GAAPenter into or adopt a plan or agreement of recapitalization, make reorganization, merger or consolidation, or adopt a plan or complete or partial liquidation or dissolution; (ix) (A) create, grant, assume or suffer to be incurred any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates Lien (other than Permitted Liens) of any kind on any of its properties or assets or (B) make any commitment for any capital expenditure to be made on or following the Companies and their respective Subsidiaries); (i) Enter into date hereof other than capital expenditures that are not in excess of those forecasted in the Company’s current operating budget previously provided to the Purchaser or fail to make any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except capital expenditure in the ordinary course of business and consistent with GAAPor within the time period contemplated by such budget; (lx) Except amend the terms of the 11.6% Junior Subordinated Notes of the Company with a principal value of $105.4 million issued pursuant to the Indenture, dated as would not reasonably be expected of September 5, 1997, between the Company and The Bank of New York; (xi) amend, renew or terminate, or agree to a release, waiver, modification or termination of, any Company Contract (other than terminations of Company Contracts as a result of the expiration of the term of such Company Contract); (xii) except for the sale of inventory in an increased Tax liability for the ordinary course of business, (A) sell, assign, transfer, lease or otherwise dispose of, or agree to sell, assign, transfer, lease or otherwise dispose of, any material assets or (B) acquire, sell, assign, transfer, lease or otherwise dispose of any real property or any interest in real property; (xiii) lease, license, or otherwise grant to any other Person or parties the right to use or occupy any portion of the Owned Real Property or Leased Real Property other than in the ordinary course of business or as a taxable period result of the expiration of such leases; (xiv) amend, renew, or portion thereofterminate any Real Property Lease; (xv) ending after the Closing Date hire or terminate any employee with respect to Purchasera title of director or higher, the Companies or the Transferred Subsidiaries, makeenter into, amend, adopt, terminate, increase the payments to or revoke benefits under, or supplement any material election relating to Taxes; adopt Plan or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax other employment, severance, retirement, employee benefits, profit-sharing, Tax allocationbonus, Tax indemnity deferred compensation, savings, insurance, pension, or similar agreement; enter into other agreement or plan, or make any closing agreement; settle change in the compensation, severance or compromise any claim termination benefits payable or assessment relating to Taxes; consent become payable to any extension or waiver employees of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction Company and its Subsidiaries (or transactions, which other than planned annual increases in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income rates of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than compensation in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1practice); (mxvi) Cancel amend or renew, or agree to a release, waiver or modification of, an agreement, or enter into a new transaction or agreement, with an Affiliate; (xvii) cancel, reduce or allow to lapse any insurance covering the Company or any of its Subsidiaries so long as such insurance remains available on commercially reasonable terms; (xviii) change any of its Tax or accounting principles, methods or practices other than as required by GAAP or by applicable Law; (xix) settle, cancel, fail to prosecute, dismiss or otherwise waive any material indebtedness (individually rights of the Company or in the aggregate) any of its Subsidiaries against Hy-Ko Products Company or otherwise commence any Action or cancel, waive or settle any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of 500,000 related to the assets of, or by any other manner, any business Company or any corporation, partnership, association of its Subsidiaries or other business organization settle or division thereof or otherwise acquire compromise any assets Action involving potential losses (other than inventoryas determined by the Company in good faith) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 250,000; and (xx) commit, authorize or make or incur agree to take any such expenditures whichaction, as applicable, in the aggregate, are in excess contravention of $10,000,000; or (p) Agree, whether or not in writing, to do any of the foregoing.

Conduct of the Business. During the period from the date of this Agreement Prior to the earlier of the Closing Date or and the termination of this Agreement pursuant to (the “Pre-Closing Period”), the Company shall not, and shall cause each of its termsSubsidiaries not to, take any actions outside of the ordinary course of business. During the Pre-Closing Period, except as required by applicable Law, as otherwise contemplated by this Agreement or as specifically set forth in Schedule 7.1, Seller agrees that it shall cause the Companies and the Transferred Subsidiaries to conduct their businesses in the ordinary course consistent with past practice, and will use reasonable best efforts consistent therewith to cause the Companies and the Transferred Subsidiaries to keep intact their respective businesses, to maintain and preserve relationships with key customers, employees, suppliers, regulators and others having business relationships with the Companies and the Transferred Subsidiaries. Except as otherwise contemplated by this Agreement, as required approved by applicable Law, or as specifically set forth in Schedule 7.1 the full board of Seller’s Disclosure Schedules, Seller shall not permit any directors of the Companies or Company (the Transferred Subsidiaries to take any of the following actions, “Board”) prior to the earlier taking of the Closing Date such action or the termination of this Agreement pursuant to its terms, without with the prior written consent of Purchaser (such consent Novelty Capital Partners LP on behalf of all of the Investors, the Company shall not, and shall cause each of its Subsidiaries not to be unreasonably withheld, conditioned or delayed): (a) Except for the Pre-Closing Dividend, to: (i) issuedeclare or pay any dividend or distribution on its shares, sell interests, rights to purchase, warrants, options, participations or pledge, other equivalents of or authorize interests in (however designated) stock (except pursuant to the Rights Offering and for dividends paid by any direct or propose indirect wholly owned Subsidiary of the issuance, sale Company to the Company or pledge ofto any other direct or indirect wholly owned Subsidiary of the Company), (ii) declareadjust, set aside, or pay any dividends or distributions on, or make any other distributions in respect of, (iii) split, combine or reclassify or otherwise amend the terms of its capital stock, (iii) repurchase, redeem, purchase, acquire, encumber, pledge, dispose of or otherwise transfer, directly or indirectly, any of its shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) its capital stock, (iv) other than Excluded Issuances, issue, grant, deliver or sell any shares, interests, rights to purchase, redeem warrants, options, participations or otherwise acquire any shares other equivalents of or interests in (however designated) its capital stock of any class or securities convertible into or exchangeable or exercisable for shares of capital stock, or any rights, warrants or options to acquire any such shares or other convertible securities of any of the Companies or the Transferred Subsidiaries; (b) Amend the Constituent Documents of Xxxxxx Xxxxxx, MK Holding or any Transferred Subsidiary, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination; (c) Enter into any Contract with respect to any sale, transfer, assignment, acquisition, disposition or Encumbrance of any amount of assets or securities in excess of $10,000,000 (other than with respect to the issuance of the Rights and the Common Stock issuable upon the exercise thereof), (v) make any amendments to its organizational documents, (vi) sell, lease or otherwise dispose of a material amount of assets or securities, including by merger, consolidation, asset sale of securities in compliance with the terms of any Benefit Plan or any transfer to Seller or Affiliate of Seller or other sale or liquidation business combination, other than sales of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25), except assets in the ordinary course of business consistent with past practice; ; (dvii) Adopt make any material acquisitions, by purchase or other acquisition of shares or other equity interests, or by merger, consolidation or other business combination, or material purchase of any property or assets, to or from any Person, (viii) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization involving any of the Companies or the Transferred Subsidiaries (other than with respect to any transfer to Seller or an Affiliate of Seller or other sale or liquidation of auction rate securities, Limited Partnership Interests or Other Investments contemplated under Section 7.25); (e) Except as required pursuant to any Benefit Plan or Contract in effect prior to the date of this Agreement or otherwise in the ordinary course consistent with past practice, (i) grant or provide any severance or termination payments or benefits in excess of $200,000 to any Employee, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of any Employee by more than ten percent (10%) or make any new equity awards to any Employee, (iii) establish, adopt, amend or terminate any Benefit Plan applicable predominately to Employees or amend the terms of any outstanding equity-based awards predominately with respect to Employees, (iv) take any action to accelerate the vesting or paymentreorganization, or fund (ix) agree or in any other way secure the payment, of compensation or benefits under any Benefit Plan applicable predominately to Employees, to the extent not already provided in any such Benefit Plan or (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan applicable predominately to Employees or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; (f) Modify or rescind any of the Licenses and Permits, except in the ordinary course of business consistent with past practice; (g) Except for (i) Indebtedness to Seller, either of the Companies or any of the Transferred Subsidiaries or (ii) in the ordinary course of business consistent with past practice, incur any Indebtedness; (h) Except as required by GAAP, make any material change in any method of accounting or make any material tax election other than (i) an election made consistent with past practices of the Companies and the Transferred Subsidiaries or (ii) any change that also applies to Seller and its Affiliates (other than the Companies and their respective Subsidiaries); (i) Enter into any new material line of business; (j) Settle any Action where such settlement would reasonably be expected to impose any material restriction on the Companies or the Transferred Subsidiaries that would remain in effect after the Closing Date; (k) Materially increase or decrease the Reserve Amount except in the ordinary course of business and consistent with GAAP; (l) Except as would not reasonably be expected to result in an increased Tax liability for a taxable period (or portion thereof) ending after the Closing Date with respect to Purchaser, the Companies or the Transferred Subsidiaries, make, amend, or revoke any material election relating to Taxes; adopt or change any accounting method relating to Taxes; file any amended material Tax Return; enter into any Tax sharing, Tax allocation, Tax indemnity or similar agreement; enter into any closing agreement; settle or compromise any claim or assessment relating to Taxes; consent to any extension or waiver of the limitations period applicable to any Taxes or Tax Returns; enter into any material transaction (or transactions, which in the aggregate are material) pursuant to which consideration is received by any Company or Transferred Subsidiary prior to the Closing Date but the income associated with such consideration is includable in the income of such Company or Transferred Subsidiary in a period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, other than in the ordinary course of business consistent with past practice or a transaction that is permitted under Section 7.1; (m) Cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value in excess of $10,000,000; (n) Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) that are material; (o) Make or incur any capital expenditure that is not currently approved in writing or budgeted and that, individually, is in excess of $2,500,000 or make or incur any such expenditures which, in the aggregate, are in excess of $10,000,000; or (p) Agree, whether or not in writing, commit to do any of the foregoing. For the avoidance of doubt, the foregoing shall not restrict the Company from engaging in discussions with a third party with respect to a Superior Transaction or terminating this Agreement to enter into a definitive agreement to effect a Superior Transaction (provided that prior to or concurrently with such termination the Company pays the Termination Fee per Section ‎8.4(b)).