Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date hereof until the Effective Time, except as disclosed on Schedule 6.01, the Company agrees to conduct its and the Company Subsidiaries’ businesses in the ordinary course and to use commercially reasonable efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as disclosed on Schedule 6.01, the Company will not, and will cause each Company Subsidiary not to: (a) adopt or propose any change in the certificate of incorporation, bylaws or similar organizational documents of the Company or any Company Subsidiary; (b) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants), or repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof); (c) declare, issue, make or pay any dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any loan or other extension of credit to or from, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions not in excess of $10,000,000 in the aggregate; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company or any Company Subsidiary; (h) make any capital expenditures other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereof; (i) (A) enter into any agreement, contract or commitment other than in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or (B) in any manner adverse to the Company or any Company Subsidiary, make a material amendment to, assign or waive any of the Company’s or a Company Subsidiary’s material rights under, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A); (j) make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (k) settle or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates in the ordinary course of business or the payment of accrued or earned but unpaid bonuses previously disclosed to Buyer); (m) establish, adopt, enter into, amend or terminate any material Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date of this Agreement (other than as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code); (n) amend any material term of any outstanding equity or debt security of the Company or any Company Subsidiary; (o) make any change in any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of business; or (r) agree or commit to do any of the foregoing.

Conduct of the Company. From Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees that, except as required to comply with applicable Law, from and after the date hereof of this Agreement and until the Effective Time, except as disclosed on Schedule 6.01, the Company agrees to conduct its and the Company Subsidiaries’ businesses in the ordinary course and to use commercially reasonable efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as disclosed on Schedule 6.01, : (a) the Company will not, and will cause each Company Subsidiary not to:permit any of its Subsidiaries to (without the prior written consent of Buyer): (ai) adopt amend or propose any change in the certificate to amend its articles of incorporation, bylaws or similar organizational documents documents; (ii) issue, sell, grant, transfer, pledge, dispose of, encumber or authorize the issuance of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments, appreciation rights, performance guarantees or, any other rights, or rights of any kind to acquire, any securities of the Company or any of its Subsidiaries except for the issuance and delivery of shares of Company SubsidiaryCommon Stock pursuant to the exercise of outstanding Company Options; (biii) transfer(A) directly or indirectly, issue, sell, pledge, encumber split; combine or dispose of any reclassify the outstanding shares of capital stock stock; or other equity securities of the Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants)B) redeem, or repurchase, redeem purchase or otherwise acquire directly or indirectly any shares of the capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof)of its Subsidiaries; (civ) declare, issueset aside, make or pay (A) any dividend or other distribution of assets payable in cash, securities or property; or (B) any contribution, loan or other payment or any combination thereof, with respect to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries)capital stock; (d) make or obtain any loan or other extension of credit to or from, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions not in excess of $10,000,000 in the aggregate; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (gv) adopt a plan or agreement of complete or partial liquidation, dissolution, mergermerger or consolidation or adopt resolutions providing for or authorizing such liquidation, dissolution, merger or consolidation or adoption of any liquidation or dissolution, merger or consolidation; (vi) (A) increase the compensation or benefits payable to any director or officer, restructuring, recapitalization other employee or other material reorganization consultant of the Company or any of its Subsidiaries except in the ordinary course of business consistent with past practice; (B) enter into any new severance or termination pay agreement with (or amend any such existing arrangement with) any director or officer, other employee or consultant of the Company Subsidiaryor any of its Subsidiaries; (C) enter into any new employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer, other employee or contractor of the Company or any of its Subsidiaries; or (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; (hvii) adopt any Employee Plan; (viii) authorize any capital expenditure payable by the Company or any of its Subsidiaries in excess of One Hundred Thousand Dollars ($100,000) individually or in the aggregate; (ix) (A) incur or assume any indebtedness for borrowed money or issue debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible or liable for (whether directly or indirectly), the obligations of any Person for borrowed money, except for indebtedness incurred under the Company’s existing credit facilities in the ordinary course of business and consistent with past practice; (B) make any loans, advances or capital expenditures contributions to, or investments in, any other Person (other than to the Company from its Subsidiaries or to a Subsidiary from the Company); or (C) enter into any material commitment or transaction (including any borrowing, capital expenditure or purchase, sale or lease of assets) requiring a capital expenditure (including any leases) by the Company or any of its Subsidiaries, other than capital expenditures that do not exceeding exceed one hundred thousand dollars ($8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereof100,000), individually; (ix) (A) enter into make, revoke or change a material Tax election with respect to the Company or any agreementof its Subsidiaries (unless required by applicable Law); (B) change a material method of accounting for Tax purposes with respect to the Company or any of its Subsidiaries; (C) consent to extend the period of limitations for the payment or assessment of any material Tax with respect to the Company or any of its Subsidiaries; or (D) settle or compromise any material Tax liability or refund of the Company or any of its Subsidiaries; (xi) waive any material defenses with respect to, contract or commitment or, other than in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or (B) in make any manner adverse to payment of any material Liability of the Company or any of its Subsidiaries; (xii) (A) acquire (by merger, consolidation, or acquisition of stock or assets) any Person or division thereof or make any investment in another Person (other than an existing Subsidiary of the Company Subsidiary, make and other than incorporation of a material amendment to, assign or waive any wholly-owned subsidiary of the Company’s or a Company Subsidiary’s material rights under) or, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A); (j) make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (k) settle or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates in the ordinary course of business and consistent with past practice, acquire assets; or (B) sell, transfer, lease, license, pledge, dispose of, or encumber or authorize or propose the payment sale, pledge, disposition or Lien of accrued any of the properties or earned but unpaid bonuses assets of the Company or any of its Subsidiaries, except in the case of clause (B) above, for sales, transfers, leases, licenses, pledges, dispositions or Liens (1) pursuant to existing Contracts (the terms of which have been previously disclosed to Buyer); or (2) in the ordinary course of business and consistent with past practice; (mxiii) establishtake any action, adoptor fail to take any action, enter intoto cause the Company Common Stock to cease to be listed on the AMEX prior to the Closing Date; (xiv) except as otherwise provided in this Agreement, amend take any action, or terminate fail to take any material Employee Plan action, that could materially impair, prevent or impose a delay in consummating the transactions contemplated hereby, including the Merger; (xv) take any action to cause the Company or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence of its Subsidiaries to enter any line of business unrelated to the business conducted by them as of the date of this Agreement (other than as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code)Agreement; (nxvi) amend any material term of any outstanding equity or debt security of the Company or any Company Subsidiaryfail to maintain insurance at presently existing levels; (oxvii) make waive any change benefits, or agree to modify in any accounting policy of the Company manner, any confidentiality, standstill or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change required by reason of a concurrent change in generally accepted accounting principles similar agreement to which the Company’s independent accountants have concurredCompany is a party; (pxviii) cancel take or suffer any debt action that would result in the creation, or waive any claim or right of value (including consent to the cancellationimposition, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or Lien on any Company Subsidiary), in each case in excess of $1,000,000its assets other than pursuant to existing credit facilities; (qxix) incurchange any method, assume estimate or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company practice or any Company Subsidiary), in any case other than of the accounting principles used by it unless required by GAAP or applicable Law; (xx) except in the ordinary course of businessbusiness and consistent with past practice, enter into, modify, amend or terminate any of any Material Contract described in Section 4.14, or waive, release, assign or compromise any material rights or claims with respect thereto; (xxi) take any action that could reasonably be expected to result in a failure of any of the conditions set forth in Section 7.1 or Section 7.3 hereof; (xxii) enter into a Contract to do any of the foregoing, or authorize, recommend, propose or announce an intention to do any of the foregoing; or (rxxiii) agree or commit to do any of the foregoing; and (b) The Company shall (except to the extent that Buyer shall otherwise consent in writing): (i) conduct its and each of its Subsidiaries’ business in accordance with applicable Law and consistent with past practice; (ii) conduct its and each of its Subsidiaries’ business only in the ordinary course of business consistent with past practice and in accordance with the transactions contemplated by this Agreement; and (iii) use commercially reasonable efforts to preserve intact its and each of its Subsidiaries’ assets.

Conduct of the Company. From the date hereof until the Effective TimeClosing Date, except as disclosed on Schedule 6.01, no Seller shall vote for any resolution in any general meeting of shareholders the direct and foreseeable effect of which would be (if such resolution were carried) to cause (i) the Company agrees or any of its Subsidiaries to conduct its and the Company Subsidiaries’ their businesses otherwise than in the ordinary course and to use commercially reasonable efforts to preserve intact its and course, (ii) the Company Subsidiaries’ assetsor any of its Subsidiaries to change materially their present business organization, business organizations and relationships with third parties and (iii) the Company to keep available terminate (or fail to maintain) a material license, permit, approval or authorization, (iv) the services of present officers and employees. Without limiting the generality Company to remove any director of the foregoing, from the date hereof until the Effective Time, except as disclosed on Schedule 6.01, Board or (v) the Company will notor any of its Subsidiaries to terminate contracts with customers, and will cause lenders, suppliers in each case material to the Company, or (vi) otherwise the Company or any Subsidiary not to: (a) adopt or propose any change in the certificate of incorporationamend its charter, bylaws or other similar organizational documents of the Company (whether by merger, consolidation or any Company Subsidiaryotherwise); (b) transfercreate, allot, issue, sellacquire, pledgerepay or redeem any share capital or grant any new change-in-control-related compensation, encumber benefits or dispose of rights to any shares of capital stock current or other equity securities former employee or consultant of the Company or the Company Subsidiaries (other than issuances agree, arrange or undertake to do any of Voting Common Shares upon exercise of any Company Warrants)those things or acquire or agree to acquire, an interest in a corporate body or repurchase, redeem merge or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection consolidate with the termination of employment of employees of the Company a corporate body or any Company Subsidiaries pursuant to existing contracts other person, enter into any demerger transaction or commitments disclosed to Buyer prior to the date hereof)participate in any other type of corporate reconstruction; (c) declare, issue, pay or make or pay any a dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries)distribution; (d) make other than as set out at Schedule 5.01(vi)(d), acquire or obtain dispose of (by merger, consolidation, acquisition of stock or assets, joint venture or otherwise), directly or indirectly, any loan or other extension of credit to or fromrevenues, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries assets (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise sale of products in the ordinary course of business and (iii) other investments and acquisitions not consistent with past practice), business or undertakings in the individual in excess of $10,000,000 in US$ 10,000,000; (e) enter into any agreements (whether written or oral) (i) between any Seller (other than any Seller that is a Subsidiary of the aggregate;Company) or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand, or (ii) that would purport to bind Buyer Guarantor or any of its Subsidiaries (as they are immediately before Closing) following consummation of the transactions contemplated by this Agreement; or (f) sellagree, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company or any Company Subsidiary; (h) make any capital expenditures other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereof; (i) (A) enter into any agreement, contract or commitment other than in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or (B) in any manner adverse to the Company or any Company Subsidiary, make a material amendment to, assign or waive any of the Company’s or a Company Subsidiary’s material rights under, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A); (j) make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (k) settle or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates in the ordinary course of business or the payment of accrued or earned but unpaid bonuses previously disclosed to Buyer); (m) establish, adopt, enter into, amend or terminate any material Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date of this Agreement (other than as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code); (n) amend any material term of any outstanding equity or debt security of the Company or any Company Subsidiary; (o) make any change in any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of business; or (r) agree resolve or commit to do any of the foregoing.

Conduct of the Company. From the date hereof of this Agreement until the Effective Time, except as disclosed on Schedule 6.01, the Company agrees shall, and shall cause its Subsidiaries to (i) conduct its and the Company Subsidiaries’ businesses their business in the ordinary course consistent with past practice and to (ii) use their commercially reasonable efforts to preserve intact its and the Company Subsidiaries’ assets, their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof of this Agreement until the Effective Time, except as disclosed set forth on Schedule 6.016.1, the Company will shall not, and will cause each Company Subsidiary shall not permit any of its Subsidiaries to: (a) adopt or propose any change in the to its certificate of incorporation, incorporation or bylaws or similar organizational documents of the Company or any Company Subsidiaryother constituent documents; (b) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants), or repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof); (c) declare, issue, make or pay any dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any loan or other extension of credit to or from, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions not in excess of $10,000,000 in the aggregate; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization (other than a merger or consolidation between wholly owned Subsidiaries of the Company) or merge or consolidate with any other Person or acquire a material amount of stock or assets of any other Person; (c) sell, lease, license or otherwise dispose of any Subsidiary or any assets, securities or property representing 5% or more of the consolidated assets of the Company; (d) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize the issuance, sale, grant, disposition or pledge or other encumbrance of any Company Securities or Company Subsidiary Securities, except for the issuance of Company Common Stock to Parent or its Affiliates or upon exercise of Company Stock Options or Company Warrants disclosed in Company SEC Documents; (e) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its shares of capital stock or other equity securities; (f) other than the redemption of the Company Preferred Stock, split, combine, subdivide or reclassify any shares of its capital stock or other equity securities; (g) declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock or otherwise make any payments to stockholders in their capacity as such, other than dividends declared or paid by any wholly owned Subsidiary of the Company to any other wholly owned Subsidiary of the Company or any Company Subsidiaryto the Company; (h) make amend any capital expenditures other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereofterm of any of its outstanding securities; (i) incur, assume or guarantee any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any Person other than the Company’s wholly owned Subsidiaries in an amount exceeding $25,000 individually or $75,000 in the aggregate; (Aj) enter into create, incur or permit the creation or incurrence of any agreement, contract or commitment Lien on any asset other than in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or (B) in any manner adverse to the Company or any Company Subsidiary, make a material amendment to, assign or waive any of the Company’s or a Company Subsidiary’s material rights under, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A); (j) make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or business consistent with past practices and other reduction in Tax liabilitythan Permitted Encumbrances; (k) settle except as required by applicable law or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief pursuant to the terms of written binding agreements in effect on the Company or a Company Subsidiary or that would require the payment date of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; this Agreement: (li) increase the compensation or benefits of, or grant any severance or termination pay to, to (or amendment to any current or former existing arrangement with) any director, officer, officer or senior-most store employee or consultant of the Company or any of its Subsidiaries; (ii) increase benefits payable to any director, officer or senior-most store employee under any existing severance or termination pay policies or employment agreements; (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer or senior-most store employee of the Company Subsidiaries or any of its Subsidiaries; (iv) establish, adopt or amend (except for increases in salary as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or hourly wage rates in other benefit plan or arrangement covering any director, officer or senior-most store employee of the Company or any of its Subsidiaries; or (v) increase any compensation, bonus or other benefits payable to any director, officer or senior-most store employee of the Company or any of its Subsidiaries; (l) enter into any transaction, commitment, contract or agreement relating to its assets or business (including the acquisition or disposition of any assets) or relinquish any contract or other right outside the ordinary course of business or that is material to the payment of accrued or earned but unpaid bonuses previously disclosed to Buyer)Company and its Subsidiaries taken as a whole; (m) establish, adopt, enter into, amend change its method of accounting or terminate any material Employee Plan accounting principals or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date of this Agreement practice (other than as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code); (n) amend any material term of any outstanding equity or debt security of the Company or any Company Subsidiary; (o) make including any change in any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documentsfiscal year), except for any such change required by reason of a concurrent change in generally accepted accounting principles GAAP or Regulation S-X under the 1934 Act; (n) settle, or propose to which settle, any litigation, investigation, arbitration, proceeding or other claim that is material to the Company’s independent accountants have concurredCompany and its Subsidiaries, taken as a whole; (o) make any capital expenditure in an amount exceeding $25,000 individually or $75,000 in the aggregate; (p) cancel make or change any debt investment in cash equivalents or waive any claim marketable securities in an amount exceeding $25,000 individually or right of value (including $75,000 in the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000aggregate; (q) incurenter into any new line of business; (i) knowingly take any action or permit any Subsidiary to take any action that would make any representation and warranty of the Company made in or pursuant to this Agreement inaccurate in any respect at, assume or guarantee any long-term indebtedness for borrowed money (including the issuance as of any debt securities time prior to, the Effective Time or rights (ii) knowingly omit to acquire debt securities), take any action or assume permit any Subsidiary to omit taking any action necessary to prevent any such representation or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), warranty from being inaccurate in any case other than in the ordinary course of businessrespect at any such time; orand (rs) agree or commit to do any of the foregoing.

Conduct of the Company. From the date hereof of this Agreement until the Effective Time, except as disclosed on Schedule 6.01Closing, the Company agrees to shall conduct its and the Company Subsidiaries’ businesses business in the ordinary course consistent with past practice and to shall use its commercially reasonable best efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employeesorganization. Without limiting the generality of the foregoingforegoing and, without the prior written consent of the Purchaser, from the date hereof of this Agreement until the Effective Time, except as disclosed on Schedule 6.01, the Company will not, and will cause each Company Subsidiary not toClosing: (a) The Company will not adopt or propose any change in the its certificate of incorporation, bylaws incorporation or similar organizational documents of the Company or any Company Subsidiaryby-laws; (b) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other equity securities of the The Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants), or repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof); (c) declare, issue, make or pay any dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any loan or other extension of credit to or from, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions will not in excess of $10,000,000 in the aggregate; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company; (c) The Company will not issue or sell any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series of the Company; (d) The Company will not (i) split, combine, subdivide or reclassify its outstanding shares of capital stock, or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (e) The Company will not redeem, purchase or otherwise acquire directly or indirectly any shares of capital stock of the Company; (f) The Company will not (i) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer or employee of the Company, (ii) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company, (iii) increase any benefits payable under any existing severance or termination pay policies or employment agreements, (iv) increase (or amend the terms of) any compensation, bonus or other benefits payable to directors, officers or employees of the Company, or (v) permit any director, officer or employee who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in control" to become a party to any such agreement or a participant in any such plan; (g) The Company Subsidiarywill 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; (h) make The Company will not enter into any capital expenditures joint venture, partnership or other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereofsimilar arrangement; (i) (A) enter into The Company will not take any agreement, contract action that would make any representation or commitment other than warranty of the Company hereunder inaccurate in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11any material respect at, or (B) in as of any manner adverse to the Company or any Company Subsidiary, make a material amendment time prior to, assign or waive any of the Company’s or a Company Subsidiary’s material rights under, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A)Closing Date; (j) The Company will not make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreementelection, settle any material Tax claim, audit or assessment, or surrender file any right to claim a material amended Tax refund, offset or other reduction in Tax liabilityReturns; (k) settle or compromise The Company will not incur any claimindebtedness, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates ordinary trade payables incurred in the ordinary course (it being understood and agreed that the accrual of business or the payment of accrued or earned but unpaid bonuses previously disclosed interest with respect to Buyer); (m) establish, adopt, enter into, amend or terminate any material Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were indebtedness in existence as of on the date of this Agreement (other than as may shall not be required by applicable law or in order deemed to qualify under Sections 401 and 501 be incurrence of the Codeindebtedness);; and (nl) amend any material term of any outstanding equity or debt security of the The Company or any Company Subsidiary; (o) make any change in any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of business; or (r) will not agree or commit to do any of the foregoing.

Conduct of the Company. From Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees that, except as required to comply with applicable Law, from and after the date hereof of this Agreement and until the Effective Time, except as disclosed on Schedule 6.01, the Company agrees to conduct its and the Company Subsidiaries’ businesses in the ordinary course and to use commercially reasonable efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as disclosed on Schedule 6.01, : (a) the Company will not, and will cause each Company Subsidiary not to:permit any of its Subsidiaries to (without the prior written consent of Buyer): (ai) adopt amend or propose any change in the to amend its certificate of incorporation, articles of incorporation, bylaws or similar organizational documents documents; (ii) issue, sell, grant, transfer, pledge, dispose of, encumber or authorize the issuance of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments, appreciation rights, performance guarantees or any other rights, or rights of any kind to acquire, any securities of the Company or any Company Subsidiaryof its Subsidiaries; (biii) transfer(A) directly or indirectly, issuesplit, sell, pledge, encumber combine or dispose of any reclassify the outstanding shares of capital stock stock; or other equity securities of the Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants)B) redeem, or repurchase, redeem purchase or otherwise acquire directly or indirectly any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees capital stock, of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof)of its Subsidiaries; (civ) declare, issueset aside, make or pay (A) any dividend or other distribution of assets to its shareholders payable in cash, securities or property; (other than dividends paid by B) any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any contribution, loan or other extension of credit payment or any combination thereof, with respect to or fromits capital stock, or make any guaranty except in each case for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise quarterly dividends in the ordinary course of business and (iii) other investments and acquisitions not in excess of $10,000,000 in the aggregateconsistent with past practice; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (gv) adopt a plan or agreement of complete or partial liquidation, dissolution, mergermerger or consolidation or adopt resolutions providing for or authorizing such liquidation, dissolution, merger or consolidation or adoption of any liquidation or dissolution, merger or consolidation; (vi) (A) increase the compensation or benefits payable to any director or officer, restructuring, recapitalization other employee or other material reorganization consultant of the Company or any of its Subsidiaries; (B) grant any severance or termination pay to (or amend any such existing arrangement with) any director or officer, other employee or consultant of the Company Subsidiaryor any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer, other employee or contractor of the Company or any of its Subsidiaries; or (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; (hvii) adopt any Employee Plan; (viii) enter into or amend any collective bargaining agreement or any successor collective bargaining agreement, neutrality agreement, “card check” or any other labor agreement with or respecting any labor union or union representative; (ix) authorize any capital expenditure payable by the Company or any of its Subsidiaries in excess of One Hundred Thousand Dollars ($100,000) individually or in the aggregate; (x) (A) incur or assume any indebtedness for borrowed money or issue debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible or liable for (whether directly or indirectly), the obligations of any Person (other than MNH) for borrowed money, except for indebtedness incurred under the Company’s existing credit facilities in the ordinary course of business and consistent with past practice and in an aggregate amount not to exceed at any time outstanding one hundred thousand dollars ($100,000); (B) make any loans, advances or capital expenditures contributions to, or investments in, any other Person (other than to the Company from its Subsidiaries, subject to Section 6.1(b) below); or (C) enter into any material commitment or transaction (including any borrowing, capital expenditure or purchase, sale or lease of assets) requiring a capital expenditure (including any leases) by the Company or any of its Subsidiaries, other than capital expenditures that do not exceeding exceed one hundred thousand dollars ($8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to 100,000), individually or in the date hereofaggregate; (ixi) (A) enter into make, revoke or change a material Tax election with respect to the Company or any agreementof its Subsidiaries (unless required by applicable Law); (B) change a material method of accounting for Tax purposes with respect to the Company or any of its Subsidiaries; (C) consent to extend the period of limitations for the payment or assessment of any material Tax with respect to the Company or any of its Subsidiaries; or (D) settle or compromise any material Tax liability or refund of the Company or any of its Subsidiaries; (xii) waive any material defenses with respect to, contract or commitment or, other than in the ordinary course of business, thatmake any payment of any material Liability of the Company or any of its Subsidiaries other than the payment of insurance claims and the settlement of disputes in connection with insurance claims in the ordinary course of business; (A) acquire (by merger, if consolidation, or acquisition of stock or assets) any Person or division thereof or make any investment in existence on another Person (other than an existing Subsidiary of the date hereofCompany and other than incorporation of a wholly-owned subsidiary of the Company) or, would be required to be disclosed except in Section 3.11the ordinary course of business and consistent with past practice, acquire assets; or (B) in sell, transfer, lease, license, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or Lien of any manner adverse to of the properties or assets of the Company or any Company Subsidiaryof its Subsidiaries, make a material amendment toexcept in the case of clause (B) above, assign for sales, transfers, leases, licenses, pledges, dispositions or waive Liens (1) pursuant to existing Contracts (the terms of which have been previously disclosed to Buyer); or (2) in the ordinary course of business and consistent with past practice; provided, that the fair market value of all assets sold, transferred, leased, licensed, pledged, disposed of or encumbered pursuant to this clause (2) does not exceed one hundred thousand dollars ($100,000) in the aggregate; (xiv) take any of the Company’s or a Company Subsidiary’s material rights underaction, or terminate or fail to renew take any agreement set forth action, to cause the Company Common Stock to cease to be listed on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant the AMEX prior to Section 6.01(i)(A)the Closing Date; (jxv) make except as otherwise provided in this Agreement, take any action, or change fail to take any material Tax election action, that could materially impair, prevent or impose a delay in consummating the transactions contemplated hereby, including the Merger; (xvi) take any action to cause the Company or any material method of Tax accountingits Subsidiaries to enter or exit any of any line of business conducted by them as of the date of this Agreement; (xvii) fail to maintain insurance (other than reinsurance) at presently existing levels; (xviii) waive any benefits, amend or agree to modify in any Return manner, any confidentiality, standstill or file similar agreement to which the Company is a party; (xix) take or suffer any claim for Tax refundsaction that would result in the creation, or consent to the imposition, of any Lien on any of its assets; (xx) enter into any material closing agreementemployment, settle any material Tax claimconsulting indemnification, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (k) settle or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, agreement with any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary any of its Subsidiaries, or hourly wage rates in the ordinary course of business or the payment of accrued or earned but unpaid bonuses previously disclosed to Buyer)any other Person; (mxxi) establish, adopt, enter into, amend or terminate take any material Employee Plan or action that could reasonably be expected to result in a failure of any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date of this Agreement (other than as may be required by applicable law or conditions set forth in order to qualify under Sections 401 and 501 of the Code)ARTICLE VII hereof; (nxxii) amend enter into a Contract to do any material term of any outstanding equity or debt security of the Company foregoing, or authorize, recommend, propose or announce an intention to do any Company Subsidiaryof the foregoing; (oxxiii) make change any change in method, estimate or practice or any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change accounting principles used by it unless required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt GAAP, SAP or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of businessapplicable Law; or (rxxiv) agree or commit to do any of the foregoing; and (b) The Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed): (i) enter into, modify, amend or terminate any of any Material Contract described in Section 4.14, or, except in the ordinary course of business and consistent with past practice, waive, release, assign or compromise any material rights or claims with respect thereto; or (ii) cause any Subsidiary of the Company to make any loans, advances or capital contributions to, or investments in the Company; and (c) The Company shall (except to the extent that the Buyer shall otherwise consent in writing): (i) conduct its and each of its Subsidiaries’ business in accordance with applicable regulations and consistent with past practice; (ii) conduct its and each of its Subsidiaries’ business only in the ordinary course of business consistent with past practice and in accordance with the transactions contemplated by this Agreement; and (iii) use commercially reasonable efforts to preserve intact its and each of its Subsidiaries’ assets. (d) Notwithstanding the other provisions of this Section 6.1, upon notice to the Buyer, the Company may enter into any Contract or spend sums to (i) engage the services of one or more independent third party administrators to assume the functions of Mutual under the Services Agreement (or any annex thereto), (ii) obtain services, systems or other resources necessary for the Company to satisfy, by any applicable deadlines, the requirements of the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations adopted thereunder and (iii) engage the services of an officer, employee or independent contractor to perform the functions set forth in Section 6.11(a). (e) Prior to the Effective Time, the Company shall cause MFC to surrender MFC’s license granted by the New York Superintendent of Banking to operate as a premium finance company.

Conduct of the Company. From The Seller and the date hereof until Company agree that from June 1, 2000 to the Effective Time, except as disclosed on Schedule 6.01Closing Date, the Company agrees to conduct its and the Company Subsidiaries’ businesses in the ordinary course and to use commercially reasonable efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as disclosed on Schedule 6.01, the Company will shall not, and will cause each Company Subsidiary not to: (a) adopt amend its Articles of Incorporation or propose Bylaws or take any change in the certificate of incorporationother action which might terminate or impair its corporate existence, bylaws rights or similar organizational documents of the Company or any Company Subsidiaryfranchises; (b) transfer, issue, sell, pledge, encumber issue or dispose of contract or agree to issue or purchase any shares of capital stock or other equity securities of the Company or securities exchangeable for or convertible or exercisable into capital stock of the Company Subsidiaries (Company, other than issuances of Voting Common Shares upon exercise of any Company Warrants), or repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts warranties and options or commitments disclosed to Buyer prior to the date hereof)as otherwise contemplated in this Agreement; (c) consolidate with or merge into any other corporation or permit any other corporation to consolidate with or merge into it; (d) split, combine, or reclassify any of its outstanding securities, or declare, issueset aside, make or pay any dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any loan or other extension of credit to or fromon, or make or agree to commit to make any guaranty exchange for the benefit or redemption of any directorsuch securities, officerwhether payable in cash, employee stock or stockholder of the Company or the Company Subsidiaries (property, other than pursuant to existing commitments or obligations under, or otherwise as contemplated in accordance with, any Employee Plan)this Agreement; (e) make any investment increate, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereofincur, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions not in excess of $10,000,000 in the aggregate; (f) sellassume, lease, license guarantee or otherwise dispose of become liable with respect to any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company or any Company Subsidiary; (h) make any capital expenditures other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to the date hereof; (i) (A) enter into any agreement, contract or commitment indebtedness for borrowed money other than in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or ; (Bf) in enter into any manner adverse to the Company employment contract or any Company Subsidiarycompensation, make a material amendment toseverance or consulting agreement with any existing or prospective director, assign officer or waive any employee of the Company’s , other than in the ordinary course of business; (g) lend any money in any material amount; (h) increase the compensation payable or a Company Subsidiary’s material rights underto become payable (including any increase in the contractual term related thereto) to any director, officer, or terminate employee of the Company; (i) adopt, enter into, or fail to renew amend any agreement set forth on Schedule 6.01(i) bonus, profit sharing, stock option, warrant, pension, retirement, deferred compensation, severance, termination, or other employee benefit plan for the benefit or welfare of any agreementofficer, contract director or commitment requiring consent pursuant to Section 6.01(i)(A)employee of the Company, other than in the ordinary course of business; (j) make purchase or change any material Tax election otherwise acquire all or any material method substantial part of Tax accountingthe assets of any person, amend any Return or file any claim for Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction than in Tax liabilitythe ordinary course of business; (k) settle sell, lease, mortgage, encumber, or compromise any claim, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose otherwise dispose of any material injunctive portion of its assets or similar relief on the Company properties except for dispositions of obsolete property or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceedingassets; (l) increase the compensation make or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates in the ordinary course of business or the payment of accrued or earned but unpaid bonuses previously disclosed commit to Buyer); (m) establish, adopt, enter into, amend or terminate any material Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were in existence as of the date of this Agreement (other than as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code); (n) amend any material term of any outstanding equity or debt security of the Company or any Company Subsidiary; (o) make any change in any accounting policy of the Company capital expenditures, capital additions or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documentscapital improvements aggregating more than $100,000, except for any such change required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of business; or (rm) agree enter into, or commit terminate, any contract, agreement, commitment or understanding applicable to do any the Company with a value, cost, or commitment in excess of $100,000 other than products or services for or sales to the foregoingCompany's customers made in the ordinary course of business.

Conduct of the Company. From the date hereof of this Agreement until the Effective Time, except as disclosed on Schedule 6.01Closing, the Company agrees to shall conduct its and the Company Subsidiaries’ businesses business in the ordinary course consistent with past practice and to shall use its commercially reasonable best efforts to preserve intact its and the Company Subsidiaries’ assets, business organizations and relationships with third parties and to keep available the services of present officers and employeesorganization. Without limiting the generality of the foregoingforegoing and, without the prior written consent of the Purchaser, from the date hereof of this Agreement until the Effective Time, except as disclosed on Schedule 6.01, the Company will not, and will cause each Company Subsidiary not toClosing: (ai) The Company will not adopt or propose any change in the its certificate of incorporation, bylaws incorporation or similar organizational documents of the Company or any Company Subsidiaryby-laws; (b) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than issuances of Voting Common Shares upon exercise of any Company Warrants), or repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or the Company Subsidiaries (other than repurchases made in connection with the termination of employment of employees of the Company or any Company Subsidiaries pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof); (c) declare, issue, make or pay any dividend or other distribution of assets to its shareholders (other than dividends paid by any Company Subsidiary to the Company or other Company Subsidiaries); (d) make or obtain any loan or other extension of credit to or from, or make any guaranty for the benefit of any director, officer, employee or stockholder of the Company or the Company Subsidiaries (other than pursuant to existing commitments or obligations under, or otherwise in accordance with, any Employee Plan); (e) make any investment in, or acquire any assets or properties from any other Person except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other investments and acquisitions The Company will not in excess of $10,000,000 in the aggregate; (f) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments disclosed to Buyer prior to the date hereof, (ii) otherwise in the ordinary course of business and (iii) other dispositions not in excess of $10,000,000 in the aggregate; (g) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company or any Company SubsidiaryCompany; (hiii) make The Company will not issue or sell any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital expenditures other than capital expenditures not exceeding $8,000,000 per fiscal quarter consistent with plans previously disclosed to Buyer prior to stock of any class or series of the date hereofCompany; (iiv) The Company will not (A) split, combine, subdivide or reclassify its outstanding shares of capital stock, or (B) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (v) The Company will not redeem, purchase or otherwise acquire directly or indirectly any shares of capital stock of the Company; (vi) The Company will not amend the terms (including the terms relating to accelerating the vesting or lapse of repurchase rights or obligations) of any employee or director stock options or other stock based awards; (vii) The Company will not (A) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer or employee of the Company, (B) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, contract officer or commitment employee of the Company, (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 than benefits payable to directors, officers or employees of the Company, or (E) permit any director, officer or employee who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in control" to become a party to any such agreement or a participant in any such plan; (viii) The Company will not acquire any assets or property of any other Person except in the ordinary course of business, that, if in existence on the date hereof, would be required to be disclosed in Section 3.11, or (B) in any manner adverse to the Company or any Company Subsidiary, make a material amendment to, assign or waive any of the Company’s or a Company Subsidiary’s material rights under, or terminate or fail to renew any agreement set forth on Schedule 6.01(i) or any agreement, contract or commitment requiring consent pursuant to Section 6.01(i)(A)business consistent with past practice; (jix) The Company 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 Company will not enter into any joint venture, partnership or other similar arrangement; (xi) The Company will not take any action that would make any representation or warranty of the Company hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date; (xii) The Company will not make or change any material Tax election or any material method of Tax accounting, amend any Return or file any claim for Tax refunds, enter into any material closing agreementelection, settle any material Tax claim, audit or assessment, or surrender file any right to claim a material amended Tax refund, offset or other reduction in Tax liabilityReturns; (kxiii) settle or compromise The Company will not incur any claimindebtedness, demand, action, suit, litigation, arbitration, investigation or other proceeding that would impose any material injunctive or similar relief on the Company or a Company Subsidiary or that would require the payment of more than $5,000,000 per claim, demand, action, suit, litigation, arbitration, investigation or other such proceeding; (l) increase the compensation or benefits of, or grant any severance or termination pay to, any current or former director, officer, employee or consultant of the Company or the Company Subsidiaries (except for increases in salary or hourly wage rates ordinary trade payables incurred in the ordinary course (it being understood and agreed that the accrual of business or the payment of accrued or earned but unpaid bonuses previously disclosed interest with respect to Buyer); (m) establish, adopt, enter into, amend or terminate any material Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Plan if it were indebtedness in existence as of on the date of this Agreement (other than as may shall not be required by applicable law or in order deemed to qualify under Sections 401 and 501 be incurrence of the Codeindebtedness);; and (nxiv) amend any material term of any outstanding equity or debt security of the The Company or any Company Subsidiary; (o) make any change in any accounting policy of the Company or any Company Subsidiary that would materially affect the presentation of the Company’s financial information (including footnote disclosure) in the SEC Documents, except for any such change required by reason of a concurrent change in generally accepted accounting principles to which the Company’s independent accountants have concurred; (p) cancel any debt or waive any claim or right of value (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Company or any Company Subsidiary), in each case in excess of $1,000,000; (q) incur, assume or guarantee any long-term indebtedness for borrowed money (including the issuance of any debt securities or rights to acquire debt securities), or assume or guarantee any debt, liability or other obligation of any Person (other than the Company or any Company Subsidiary), in any case other than in the ordinary course of business; or (r) will not agree or commit to do any of the foregoing.