Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the Company shall, in all material respects, conduct its business in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: (a) preserve intact its business and its relationships with Payors, referral sources, customers, suppliers, patients, employees and others having business relations with it; (b) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APP, the Company shall not: (1) amend its articles or certificate of incorporation or bylaws, or other charter documents; (2) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (3) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (4) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (except as expressly contemplated herein); (5) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7) voluntarily incur or assume any liability or indebtedness (contingent or otherwise), except in the ordinary course of business or which is reasonably necessary for the conduct of its business; (8) make or commit to make any capital expenditures which are not reasonably necessary for the conduct of its business; (9) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10) change in any manner any accounting principles or methods other than changes which are consistent with generally accepted accounting principles; (11) enter into any material commitment or transaction other than in the ordinary course of business; (12) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13) apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15) take any action at the Board of Director or Stockholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or any of the agreements attached as exhibits hereto, other than as required to discharge its or their fiduciary duties.

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the Company shall, in all material respects, conduct its business in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: (a) preserve intact its business and its relationships with Payors, referral sources, customers, suppliers, patients, employees and others having business relations with it; (b) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APP, the Company shall not: (1) amend its articles or certificate of incorporation or bylaws, or other charter documents; (2) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (3) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (4) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (except as expressly contemplated herein); (5) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7) voluntarily incur or assume any liability or indebtedness (contingent or otherwise), except in the ordinary course of business or which is reasonably necessary for the conduct of its business; (8) make or commit to make any capital expenditures which are not reasonably necessary for the conduct of its business; (9) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10) change in any manner any accounting principles or methods other than changes which are consistent with generally accepted accounting principles; (11) enter into any material commitment or transaction other than in the ordinary course of business; (12) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13) apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15) take any action at the Board of Director or Stockholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or any of the agreements attached as exhibits hereto, other than as required to discharge its or their fiduciary duties.

Conduct of the Company. Except as required pursuant to The Company and the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the Company Shareholders shall, in all material respects, conduct its the business of the Company in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: ; (ai) preserve intact its business and its relationships with Payorsrelationships, including without limitation referral sources, customers, suppliers, patients, employees and others having business relations with it; ; (bii) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; ; and (ciii) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APPthe Purchaser, neither the Company shall notnor the Shareholders shall: (1a) amend its articles Articles of Organization or certificate of incorporation Bylaws, as amended or bylawsrestated, or other charter documents; (2b) issue, sell or authorize for issuance or sale, shares of any class of its the Company's securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it the Company or the Shareholders to issue or sell any such securities; (3c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its the Company's capital stock or any option, warrant or other right to purchase or acquire any such shares; (4d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its the Company's capital stock (except as expressly contemplated herein); (5e) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6f) grant or make any mortgage or pledge or subject itself the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7g) voluntarily incur or assume any liability or indebtedness (contingent or otherwise)) with respect to the Company, except in the ordinary course of business or which is reasonably necessary for the conduct of its the Company's business; (8) h) make or commit to make any capital expenditures by the Company which are not reasonably necessary for the conduct of its the Company business; (9i) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees of the Company other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10j) change in any manner any accounting principles or methods of the Company other than changes which are consistent with generally accepted accounting principles; (11k) enter into any material commitment or transaction by or on behalf of the Company other than in the ordinary course of business; (12l) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13m) apply any of its the Company's assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15n) take any action at the Board of Director or Stockholder Shareholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or Agreement, any of the agreements agreement attached as exhibits heretohereto or the transactions contemplated hereby, other than as required to discharge its or their fiduciary duties; or (o) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" ReorganizationTransaction, from the date hereof until the Effective Time, the Company shall, in all material respects, conduct its business in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: (a) preserve intact its business and its relationships with Payors, referral sources, customers, suppliers, patients, employees and others having business relations with it; (b) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APP, the Company shall not: (1) amend its articles or certificate of incorporation or bylaws, or other charter documents; (2) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (3) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (4) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (except as expressly contemplated herein); (5) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7) voluntarily incur or assume any liability or indebtedness (contingent or otherwise), except in the ordinary course of business or which is reasonably necessary for the conduct of its business; (8) make or commit to make any capital expenditures which are not reasonably necessary for the conduct of its business; (9) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10) change in any manner any accounting principles or methods other than changes which are consistent with generally accepted accounting principles; (11) enter into any material commitment or transaction other than in the ordinary course of business; (12) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13) apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15) take any action at the Board of Director or Stockholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or any of the agreements attached as exhibits hereto, other than as required to discharge its or their fiduciary duties.

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the The Company and Sxxxxxx shall, in all material respects, conduct its the business of the Company in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: ; (ai) preserve intact its business and its relationships with Payorsrelationships, including without limitation referral sources, customers, suppliers, patients, employees and others having business relations with it; ; (bii) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; ; and (ciii) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APPthe Purchaser, neither the Company shall notnor Sxxxxxx shall: (1a) amend its articles Articles of Organization or certificate of incorporation Bylaws, as amended or bylawsrestated, or other charter documents; (2b) issue, sell or authorize for issuance or sale, shares of any class of its the Company's securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it the Company or Sxxxxxx to issue or sell any such securities; (3c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its the Company's capital stock or any option, warrant or other right to purchase or acquire any such shares; (4d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its the Company's capital stock (except as expressly contemplated herein); (5e) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6f) grant or make any mortgage or pledge or subject itself the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7g) voluntarily incur or assume any liability or indebtedness (contingent or otherwise)) with respect to the Company, except in the ordinary course of business or which is reasonably necessary for the conduct of its the Company's business; (8) h) make or commit to make any capital expenditures by the Company which are not reasonably necessary for the conduct of its the Company business; (9i) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees of the Company other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10j) change in any manner any accounting principles or methods of the Company other than changes which are consistent with generally accepted accounting principles; (11k) enter into any material commitment or transaction by or on behalf of the Company other than in the ordinary course of business; (12l) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13m) apply any of its the Company's assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15n) take any action at the Board of Director or Stockholder Member level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or Agreement, any of the agreements agreement attached as exhibits heretohereto or the transactions contemplated hereby, other than as required to discharge its or their fiduciary duties; or (o) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" ReorganizationTransaction, from the date hereof until the Effective Time, the Company shall, in all material respects, conduct its business in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: (a) preserve intact its business and its relationships with Payors, referral sources, customers, suppliers, patients, employees and others having business relations with it; (b) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APP, the Company shall not: (1) amend its articles or certificate of incorporation or bylaws, or other charter documents; (2) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (3) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (4) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (except as expressly contemplated herein); (5) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7) voluntarily incur or assume any liability or indebtedness (contingent or otherwise), except in the ordinary course of business or which is reasonably necessary for the conduct of its business; (8) make or commit to make any capital expenditures which are not reasonably necessary for the conduct of its business; (9) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10) change in any manner any accounting principles or methods other than changes which are consistent with generally accepted accounting principles; (11) enter into any material commitment or transaction other than in the ordinary course of business; (12) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13) apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15) take any action at the Board of Director or Stockholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or any of the agreements attached as exhibits hereto, other than as required to discharge its or their fiduciary duties.

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the The Company and Xxxxxxx shall, in all material respects, conduct its the business of the Company in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: ; (ai) preserve intact its business and its relationships with Payorsrelationships, including without limitation referral sources, customers, suppliers, patients, employees and others having business relations with it; ; (bii) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; ; and (ciii) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APPthe Purchaser, neither the Company shall notnor Xxxxxxx shall: (1a) amend its articles Articles of Organization or certificate of incorporation Bylaws, as amended or bylawsrestated, or other charter documents; (2b) issue, sell or authorize for issuance or sale, shares of any class of its the Company’s securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it the Company or Xxxxxxx to issue or sell any such securities; (3c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its the Company’s capital stock or any option, warrant or other right to purchase or acquire any such shares; (4d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its the Company’s capital stock (except as expressly contemplated herein); (5e) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6f) grant or make any mortgage or pledge or subject itself the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7g) voluntarily incur or assume any liability or indebtedness (contingent or otherwise)) with respect to the Company, except in the ordinary course of business or which is reasonably necessary for the conduct of its the Company’s business; (8) h) make or commit to make any capital expenditures by the Company which are not reasonably necessary for the conduct of its the Company business; (9i) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees of the Company other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10j) change in any manner any accounting principles or methods of the Company other than changes which are consistent with generally accepted accounting principles; (11k) enter into any material commitment or transaction by or on behalf of the Company other than in the ordinary course of business; (12l) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13m) apply any of its the Company’s assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15n) take any action at the Board of Director or Stockholder Member level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or Agreement, any of the agreements agreement attached as exhibits heretohereto or the transactions contemplated hereby, other than as required to discharge its or their fiduciary duties; or (o) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of the Company. Except as required pursuant Prior to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, Closing the Company and the Shareholders shall, in all material respects, conduct its the business of the Company in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: ; (ai) preserve intact its business and its relationships with Payorsrelationships, including without limitation referral sources, customers, suppliers, patients, employees and others having business relations with it; ; and (bii) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APPthe Parent, neither the Company shall notnor the Shareholders shall, prior to Closing: (1a) amend its articles Articles of Organization or certificate of incorporation Bylaws, as amended or bylawsrestated, or other charter documents; (2b) issue, sell or authorize for issuance or sale, shares of any class of its the Company's securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it the Company or the Shareholders to issue or sell any such securities; (3c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its the Company's capital stock or any option, warrant or other right to purchase or acquire any such shares; (4d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its the Company's capital stock (except as expressly contemplated herein); (5e) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6f) grant or make any mortgage or pledge or subject itself the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7g) voluntarily incur or assume any liability or indebtedness (contingent or otherwise)) with respect to the Company, except in the ordinary course of business or which is reasonably necessary for the conduct of its the Company's business; (8) h) make or commit to make any capital expenditures by the Company which are not reasonably necessary for the conduct of its the Company business; (9i) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees of the Company other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10j) change in any manner any accounting principles or methods of the Company other than changes which are consistent with generally accepted accounting principles; (11k) enter into any material commitment or transaction by or on behalf of the Company other than in the ordinary course of business; (12l) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13m) apply any of its the Company's assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15n) take any action at the Board of Director or Stockholder Shareholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or Agreement, any of the agreements agreement attached as exhibits heretohereto or the transactions contemplated hereby, other than as required to discharge its or their fiduciary duties; or (o) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of the Company. Except as required pursuant to The Company and the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the Company Shareholder shall, in all material respects, conduct its the business of the Company in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: ; (ai) preserve intact its business and its relationships with Payorsrelationships, including without limitation referral sources, customers, suppliers, patients, employees and others having business relations with it; ; (bii) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; ; and (ciii) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APPthe Purchaser, neither the Company shall notnor the Shareholder shall: (1a) amend its articles Articles of Incorporation or certificate of incorporation Bylaws, as amended or bylawsrestated, or other charter documents; (2b) issue, sell or authorize for issuance or sale, shares of any class of its the Company's securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it the Company or the Shareholder to issue or sell any such securities; (3c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its the Company's capital stock or any option, warrant or other right to purchase or acquire any such shares; (4d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its the Company's capital stock (except as expressly contemplated herein); (5e) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6f) grant or make any mortgage or pledge or subject itself the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7g) voluntarily incur or assume any liability or indebtedness (contingent or otherwise)) with respect to the Company, except in the ordinary course of business or which is reasonably necessary for the conduct of its the Company's business; (8) h) make or commit to make any capital expenditures by the Company which are not reasonably necessary for the conduct of its the Company business; (9i) grant any increase in the compensation payable or to become payable to directors, officers, consultants or employees of the Company other than merit increases to employees of the Company who are not directors or officers of the Company, except in the ordinary course of business and consistent with past practices; (10j) change in any manner any accounting principles or methods of the Company other than changes which are consistent with generally accepted accounting principles; (11k) enter into any material commitment or transaction by or on behalf of the Company other than in the ordinary course of business; (12l) take any action which could reasonably be expected to have a Material Adverse Effect on the Company; (13m) apply any of its the Company's assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Affiliate affiliate of the Company, other than in the ordinary course and consistent with past practices; (14) agree, whether in writing or otherwise, to do any of the foregoing; and (15n) take any action at the Board of Director or Stockholder shareholder level to (in any way) amend, revise or otherwise affect the prior corporate approval and effectiveness of this Agreement or Agreement, any of the agreements agreement attached as exhibits heretohereto or the transactions contemplated hereby, other than as required to discharge its or their fiduciary duties; or (o) agree, whether in writing or otherwise, to do any of the foregoing.