Common use of Conduct of the Companies Clause in Contracts

Conduct of the Companies. From and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to ARTICLE XI, each Company shall, and ---------- the Seller shall cause each Company to: (i) conduct its business substantially as presently operated and only in the ordinary course consistent with past practice; (ii) not enter into any transaction other than in the ordinary course of business, or any transaction which is not at arms-length with unaffiliated third Persons, or any transaction with any affiliated third Person; (iii) not dispose of any material assets; (iv) use commercially reasonable efforts to (A)maintain its business, assets, relations with present employees, customers and suppliers, licenses and operations as an ongoing business and preserve its goodwill, in accordance with past custom and (B) to satisfy each of the closing conditions set forth in ARTICLE IX; ---------- (v) not issue or sell any shares of any capital stock or issue or sell any securities convertible into, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any shares of any of its capital stock, or enter into any agreement, contract or other commitment to do any of the foregoing; (vi) not declare or pay any dividend or distribution on or with respect to its capital stock (other than dividends payable prior to Closing pursuant to SECTION 8.11), not change the number of authorized shares of ------------ its capital stock or reclassify, combine, split, subdivide or redeem or otherwise repurchase any of its capital stock, or issue, deliver, pledge or encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any Contract to do any of the foregoing; (vii) not take or omit to take any action which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, other than such action as shall have been previously agreed to in writing by the parties hereto or is otherwise expressly contemplated herein; and (viii) not delay or postpone the payment of accounts payable and other obligations and liabilities or accelerate the collection of accounts receivable, other than in the ordinary course of business consistent with past custom and practice.

Conduct of the Companies. From and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to ARTICLE XIuntil the Closing, each Company shall, and ---------- the Seller Companies shall cause each Company to: (i) conduct its business substantially as presently operated and only their businesses in the ordinary course consistent with past practicepractice and shall use its commercially reasonable best efforts to preserve intact its business organization. Without limiting the generality of the foregoing and, without the prior written consent of the Parent, from the date of this Agreement until the Closing: (i) The Companies will not adopt or propose any change in its certificate of formation or articles of organization or operating agreement; (ii) The Companies will not enter into any transaction adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other than in reorganization of the ordinary course of business, or any transaction which is not at arms-length with unaffiliated third Persons, or any transaction with any affiliated third PersonCompanies; (iii) The Companies will not dispose issue or sell any equity of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any material assetskind to acquire, any equity of any class or series of the Companies; (iv) use commercially reasonable efforts to The Companies will not (A)maintain A) split, combine, subdivide or reclassify its businessoutstanding equity, assets, relations with present employees, customers and suppliers, licenses and operations as an ongoing business and preserve its goodwill, in accordance with past custom and or (B) declare, set aside or pay any distribution payable in cash, equity or property with respect to satisfy each of the closing conditions set forth in ARTICLE IX; ----------their equity; (v) The Companies will not issue or sell any shares of any capital stock or issue or sell any securities convertible intoredeem, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, otherwise acquire directly or indirectly any shares of any of its capital stock, or enter into any agreement, contract or other commitment to do any equity of the foregoingCompanies; (vi) The Companies will not declare amend the terms (including the terms relating to accelerating the vesting or pay lapse of repurchase rights or obligations) of any dividend or distribution on or with respect to its capital stock (other than dividends payable prior to Closing pursuant to SECTION 8.11), not change the number of authorized shares of ------------ its capital stock or reclassify, combine, split, subdivide or redeem or otherwise repurchase any of its capital stock, or issue, deliver, pledge or encumber any additional capital stock employee equity options or other securities equivalent to or exchangeable for capital stock or enter into any Contract to do any of the foregoingequity based awards; (vii) The Companies will not take (A) grant any severance or omit termination pay to take (or amend any action which would result such existing arrangement with) any officer or employee of the Companies, (B) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer or employee of the Companies, (C) increase any benefits payable under any existing severance or termination pay policies or employment agreements, (D) increase (or amend the terms of) any compensation, bonus or other benefits payable to officers or employees of the Companies, or (E) permit any officer or employee who is not already a party to an agreement or a participant in the representations and warranties contained a plan providing benefits upon or following a “change in this Agreement and the Related Documents being untrue on the Closing Date, other than control” to become a party to any such action as shall have been previously agreed to agreement or a participant in writing by the parties hereto or is otherwise expressly contemplated herein; andany such plan; (viii) The Companies will not delay acquire any assets or postpone the payment property of accounts payable and any other obligations and liabilities or accelerate the collection of accounts receivable, other than Person except in the ordinary course of business consistent with past custom practice; (ix) The Companies will not sell, lease, license or otherwise dispose of any assets or property except pursuant to existing contracts or commitments or except in the ordinary course of business consistent with past practice; (x) The Companies will not enter into any joint venture, partnership or other similar arrangement; (xi) The Companies will not take any action that would make any representation or warranty of the Companies hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date; (xii) The Companies will not make or change any material Tax election, settle any material audit or file any material amended Tax Returns; (xiii) The Companies will not incur any indebtedness, other than ordinary trade payables incurred in the ordinary course (it being understood and practiceagreed that the accrual of interest with respect to indebtedness in existence on the date of this Agreement shall not be deemed to be incurrence of indebtedness); and (xiv) The Companies will not agree or commit to do any of the foregoing.

Conduct of the Companies. From and after the date of the execution of this Agreement until Closing, the Sellers shall cause the Companies to conduct their businesses in all material respects in the ordinary course. Without limiting the generality of the foregoing, from the date hereof until the earlier of the Closing or the a termination of this Agreement pursuant to ARTICLE XIAgreement, and except as contemplated by this Agreement, each Company shall, and ---------- of the Seller Sellers shall cause each Company of the Companies to: (a) not adopt or propose any change in its Articles or Certificate of Incorporation or Bylaws or partnership agreement; (b) not enter into or amend any employment agreements (oral or written) or increase the compensation payable or to become payable by it to any of its officers, directors, or consultants over the amount payable as of September 30, 1997, or increase the compensation payable to any other employees (other than (i) conduct its business substantially as presently operated and only increases in the ordinary course consistent of business which are not in the aggregate material, or (ii) pursuant to plans disclosed in Seller Disclosure Schedule, or (iii) payment to Xxxxxxxx of a salary from January 1, 1998 to Closing of a pro rated portion of an annual salary of $375,000), or adopt or amend any employee benefit plan or arrangement (oral or written), or (iv) adopt or amend any employee benefit plan or arrangement (oral or written), except that the Companies agree to terminate the Amended and Restated Guarantee Insurance Resources 401(k) Profit Sharing Plan ("GIR Plan") by appropriate action of such Boards of Directors or other proper entities prior to the Closing Date (although the parties understand that liquidation of the GIR Plan and a determination letter filing with past practicethe IRS will occur after the Closing Date); (c) not issue any IAI Securities or GIR Securities other than such IAI securities issued to Xxxxxxx as compensation for prior services rendered to the Companies; (d) not terminate any existing directors' or officers' or similar liability insurance and not modify or reduce the coverage thereunder; (e) not pay any dividend or make any other distribution to holders of its capital stock or partnership interests in excess of Taxes on 1998 Earnings up to the Closing as provided in Section 2.11(e) hereof and distributions of earnings (through dividends or partnership distributions) by the Companies for periods prior to 1998, nor redeem or otherwise acquire any IAI Securities or GIR Securities; (f) not, directly or indirectly, dispose of or acquire any material properties or assets except in the ordinary course of business; (g) not incur any additional indebtedness for borrowed money except pursuant to existing arrangements which have been disclosed to Purchasers prior to the date hereof; (h) not (i) change accounting methods except as necessitated by changes which such Company is required to make in order to prepare its federal, state and local tax returns; (ii) not enter into amend or terminate any transaction other than contract, agreement or license to which it is a party (except pursuant to arrangements previously disclosed in writing to Purchasers or disclosed in the Seller Disclosure Schedule) except those amended or terminated in the ordinary course of business, or any transaction which is not at arms-length consistent with unaffiliated third Personspast practices, or any transaction with any affiliated third Person; involving changes which are not materially adverse in amount or effect to such Company individually or taken as a whole; (iii) not dispose of lend any material assets; (iv) use commercially reasonable efforts amount to (A)maintain its business, assets, relations with present employees, customers and suppliers, licenses and operations as an ongoing business and preserve its goodwill, in accordance with past custom and (B) to satisfy each of the closing conditions set forth in ARTICLE IX; ---------- (v) not issue any person or sell any shares of any capital stock or issue or sell any securities convertible into, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any shares of any of its capital stock, or enter into any agreement, contract or other commitment to do any of the foregoing; (vi) not declare or pay any dividend or distribution on or with respect to its capital stock (other than dividends payable prior to Closing pursuant to SECTION 8.11), not change the number of authorized shares of ------------ its capital stock or reclassify, combine, split, subdivide or redeem or otherwise repurchase any of its capital stock, or issue, deliver, pledge or encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any Contract to do any of the foregoing; (vii) not take or omit to take any action which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Dateentity, other than such action as shall have been previously agreed to in writing by the parties hereto or is otherwise expressly contemplated herein; and (viii) not delay or postpone the payment of accounts payable advances for travel and other obligations and liabilities or accelerate the collection of accounts receivable, other than expenses which are incurred in the ordinary course of business consistent with past custom practices, and which are not material in amount to such Company taken as a whole, which travel and expenses shall be documented by receipts for the claimed amounts; (iv) enter into any guarantee or suretyship for any obligation except for the endorsements of checks and other negotiable instruments in ordinary course of business, consistent with past practice.; (v) waive or release any material right or claim; (vi) issue or sell any shares of its capital stock of any class or any other of its securities, or issue or create any warrants, obligations, subscriptions, options, convertible securities, stock appreciation rights or other commitments to issue shares of capital stock, or take any action other than this transaction to accelerate the vesting of any outstanding option or other security (except pursuant to existing arrangements disclosed in writing to Purchasers before the date of this agreement); (vii) merge, consolidate or reorganize with or acquire any entity; (viii) agree to any audit assessment by any tax authority or file any federal or state income or franchise tax return unless copies of such returns have been delivered to Purchasers for its review prior to such agreement or filing; and

Conduct of the Companies. From and after The Companies shall in all material respects conduct their business in the ordinary course. Without limiting the generality of the foregoing, from the date hereof until the earlier Closing, except as contemplated by this Agreement: (a) The Companies will not adopt or propose any change in their Articles or Certificate of Incorporation or Bylaws; (b) The Companies will not enter into or amend any employment agreements (oral or written) or increase the Closing compensation payable or to become payable by them to any of their officers, directors, or consultants over the termination amount payable as of this Agreement December 31, 1996, or increase the compensation payable to any other employees (other than (i) increases in the ordinary course of business which are not in the aggregate material to the Companies, or (ii) pursuant to ARTICLE XIplans disclosed in the Southern/ACA Disclosure Schedule), each Company shallor adopt or amend any employee benefit plan or arrangement (oral or written); (c) Southern will not issue any Southern Securities and ACA will not issue any ACA Securities; (d) The Companies will keep in full force and effect any existing directors' and officers' liability insurance and will not modify or reduce the coverage thereunder; (e) The Companies will not pay any dividends or make any other distributions to holders of its capital stock nor redeem or otherwise acquire any Southern Securities or ACA Securities; (f) The Companies will not, and ---------- directly or indirectly, dispose of or acquire any material properties or assets except in the Seller shall cause each Company to:ordinary course of business; (g) The Companies will not incur any additional indebtedness for borrowed money except pursuant to existing arrangements which have been disclosed to HCCH prior to the date hereof; (h) The Companies will not amend or change the period of exercisability or accelerate the exercisability of any outstanding options or warrants to acquire shares of capital stock, or accelerate, amend or change the vesting period of any outstanding restricted stock; (i) conduct its The Companies and each Shareholder will not knowingly take any action, other than those which have been disclosed to and approved by HCCH, that would prevent the accounting for the business substantially combination to be effected hereunder as presently operated and only in the ordinary course consistent with past practicea pooling-of-interests; (j) The Companies and each of the Shareholders will not, directly or indirectly, agree or commit to do any of the foregoing; and (k) The Companies will not (i) change accounting methods except as necessitated by changes which the Companies are required to make in order to prepare their federal, state and local tax returns; (ii) not enter into amend or terminate any transaction other than contract, agreement or license to which they are a party (except pursuant to arrangements previously disclosed in writing to HCCH or disclosed in the Southern/ACA Disclosure Schedule) except those amended or terminated in the ordinary course of business, or any transaction which is not at arms-length consistent with unaffiliated third Personspast practices, or any transaction with any affiliated third Person; involving changes which are not materially adverse in amount or effect to the Companies; (iii) not dispose of lend any material assets; (iv) use commercially reasonable efforts amount to (A)maintain its business, assets, relations with present employees, customers and suppliers, licenses and operations as an ongoing business and preserve its goodwill, in accordance with past custom and (B) to satisfy each of the closing conditions set forth in ARTICLE IX; ---------- (v) not issue any person or sell any shares of any capital stock or issue or sell any securities convertible into, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any shares of any of its capital stock, or enter into any agreement, contract or other commitment to do any of the foregoing; (vi) not declare or pay any dividend or distribution on or with respect to its capital stock (other than dividends payable prior to Closing pursuant to SECTION 8.11), not change the number of authorized shares of ------------ its capital stock or reclassify, combine, split, subdivide or redeem or otherwise repurchase any of its capital stock, or issue, deliver, pledge or encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any Contract to do any of the foregoing; (vii) not take or omit to take any action which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Dateentity, other than such action as shall have been previously agreed to in writing by the parties hereto or is otherwise expressly contemplated herein; and (viii) not delay or postpone the payment of accounts payable advances for travel and other obligations and liabilities or accelerate the collection of accounts receivable, other than expenses which are incurred in the ordinary course of business consistent with past custom practices, and which are not material in amount to the Companies, which travel and expenses shall be documented by receipts for the claimed amounts; (iv) enter into any guarantee or suretyship for any obligation except for the endorsements of checks and other negotiable instruments in ordinary course of business, consistent with past practice; (v) waive or release any material right or claim except in the ordinary course of business, consistent with past practice; (vi) issue or sell any shares of its capital stock of any class or any other of its securities, or issue or create any warrants, obligations, subscriptions, options, convertible securities, stock appreciation rights or other commitments to issue shares of capital stock, or take any action other than this transaction to accelerate the vesting of any outstanding option or other security (except pursuant to existing arrangements disclosed in writing to HCCH before the date of this Agreement); (vii) merge, consolidate or reorganize with or acquire any entity; (viii) agree to any audit assessment by any tax authority or file any federal or state income or franchise tax return unless copies of such returns have been delivered to HCCH for its review prior to such agreement or filing; and (ix) terminate the employment of any key executive employee.