Common use of Conduct of the Company’s Business Clause in Contracts

Conduct of the Company’s Business. The Company covenants and agrees that from the date of this Agreement to the time that the Parent Designees constitute a majority of the members of the Company Board, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) the business of the Company and each Company Subsidiary shall be conducted only in, and the Company and each Company Subsidiary shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shall: (i) except as contemplated hereby, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), (iv) redeem, purchase, acquire or offer to acquire any shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock Plans, any provision

Conduct of the Company’s Business. The Company covenants and agrees that During the period from the date of this Agreement to until the time that the Parent Designees constitute a majority earlier of the members Closing or the termination of this Agreement in accordance with its terms, except (i) as expressly contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 7.1 of the Company BoardDisclosure Letter, unless or (iv) as consented to by Parent shall otherwise consent in advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause the Company’s Subsidiaries to, (x) conduct their respective businesses and operations in the ordinary course of business consistent with past practice, (y) use commercially reasonable efforts to preserve substantially its business organization and to preserve the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementpresent relationships with employees, customers, suppliers, subcontractors, and vendors and, (z) subject to clauses (i) through (iv) above, the Company shall not, and shall cause each of the Company’s Subsidiaries not to: (a) authorize or effect any amendment to or change its Organizational Documents in any material respect; (b) issue or authorize issuance of any Equity Interests (other than upon the business exercise of the Options outstanding on the date of the Agreement in accordance with their existing terms), or grant any options, warrants, or other rights to purchase or obtain any of its Equity Interests; or sell or otherwise dispose of any of the Equity Interests of the Company or a Subsidiary; (c) sell, lease, license (other than as conducted in the ordinary course of business), transfer or otherwise dispose or permit the cancellation, abandonment or dedication to the public domain of any of the material property rights, whether tangible or intangible (including Intellectual Property), or assets of the Acquired Companies and each other than as required pursuant to Company Subsidiary shall be Contracts in effect as of the date of this Agreement; (d) in any transaction or a related series of transactions or acquisitions, acquire by merger, consolidation, combination or acquisition of stock or assets, any corporation, partnership, limited liability company, joint venture or other business organization or division thereof or interest therein; (e) make any capital expenditure or expenditures, which individually exceed $25,000 or in the aggregate exceed $500,000; (f) cancel, compromise or settle any Action, or affirmatively waive or release any rights or claims, of any Acquired Company (other than in respect of the collection of receivables as conducted only in, and the Company and each Company Subsidiary shall not take any action except in, in the ordinary course of business and permitted pursuant to clause (k)); (g) make any changes to its accounting principles or practices, other than as may be required by Law, GAAP or generally accepted accounting principles in the jurisdictions of incorporation or formation of the relevant Acquired Company; (h) adopt or change any material Tax accounting period or method of Tax accounting, file any amended Tax Return, make, change or rescind any material Tax election, enter into any Tax closing agreement, settle any Tax audit, claim or assessment, surrender or abandon any right to claim a Tax refund or credit, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (i) discontinue any business material to the Acquired Companies, taken as a whole; (j) incur Indebtedness or any obligations under any interest rate, currency or hedging agreements that will not be repaid on or before the Closing Date; (k) other than in the ordinary course of business, change in any material respect the policies or practices of any Acquired Company with regard to the extension of discounts or credit to customers or collection of receivables from customers; (l) enter into or adopt a plan or agreement of recapitalization, reorganization, merger or consolidation or adopt a plan of complete or partial liquidation or dissolution; (m) (i) materially increase the base salary, benefits, bonus or incentive compensation, change in control benefits or severance benefits of any employee, officer, director or other service provider of any Acquired Company or (ii) hire any new employees, unless (A) such hiring is in the ordinary course of business consistent with past practice and each (B) in the event the new employee shall have an annual base salary and incentive compensation opportunity equal to or greater than $150,000 so long as such new employee has an annual base salary and incentive compensation opportunity not exceeding the base salary and incentive compensation opportunity of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill predecessor of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shall: (i) except as contemplated hereby, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, such new employee or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed current employee in Schedule 3.5 heretoa comparable position, (iii) splitmake any loan to any employee or other service provider, combine or reclassify (iv) terminate the service of any outstanding shares executive officer or other employee that has signed an employee agreement with any Acquired Company or Parent or any of its capital stockAffiliates (other than for cause); (n) enter into or adopt any new, or declarematerially increase benefits under or renew, set aside establish, adopt, terminate or pay amend any dividend payable Company Plan (other than amendments required by Law or required to maintain the tax-qualified status of any Company Plan under Code Section 401(a)) or take any action to accelerate the payment, funding, right to payment or vesting of any compensation or benefits except as otherwise contemplated by this Agreement; (o) enter into any collective bargaining or similar agreement with any labor organization, works council or other employee representative; (p) other than in cashthe ordinary course of business, stockamend, property modify, extend, renew or otherwise terminate any Company Lease or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (q) implement any plant closings or employee layoffs that could implicate the WARN Act; (r) transfer the employment or service of any individual service provider to or from any Acquired Company, other than between Acquired Companies; (s) modify or enter into any Affiliate Contract or other transaction with, directly or indirectly, any current or former director, officer or Affiliate of the Company (other than any Acquired Company); (t) enter into, amend or modify, in any material respect, or terminate, or waive any material rights under, any (1) Company Contract or (2) Contract that, if in effect on the date hereof, would have been a Company Contract, except in each case, in the ordinary course of business consistent with respect to such shares past practice (provided that the foregoing exception shall not permit (x) entering into a Contract that would constitute a Company Contract under any of Sections 3.14(a)(v) through (viii) (except for any dividends paid that this clause (x) shall not apply to Customer Contracts with “no hire” provisions entered into in the Company or to any wholly owned subsidiaryordinary course of business), (ivxii) redeemor (xv) if in effect as of the date hereof); (y) entering into, purchase, acquire amending or offer to acquire modifying any shares ofContract which contains a change of control or similar provision that would require a payment to, or securities convertible into otherwise require consent from, the other party or exchangeable for, parties thereto in connection with the Merger or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock other transactions contemplated hereby or (vz) amend entering into any Contract or waive amendment or modification to any Contract as expressly prohibited in Section 7.1(t) of its rights under, the Company Disclosure Letter); or (u) agree or accelerate the vesting under, any provision of otherwise commit to take any of the Company Stock Plans, any provisionactions prohibited by the foregoing Section 7.1(a) through Section 7.1(t) above.

Conduct of the Company’s Business. The Company covenants and agrees that from that, between the date of this Agreement to and the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) writing, the business of the Company and each Company Subsidiary the Subsidiaries shall be conducted only in, and the Company and each Company Subsidiary such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and the Company and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of those of its present officers, employees and consultants that are integral to the operation of its business as presently conducted and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company and the Subsidiaries have significant business relations. By way of amplification and not limitation, except as otherwise expressly contemplated by this Agreement, the Company agrees on behalf of itself and its Subsidiaries that, without the prior written consent of Parent, which consent in the case of clauses (b)(iii)-(vii), (c), (d) and (e) below shall not be unreasonably withheld or delayed, each of the Company and its Subsidiaries will, between the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliersdate of this Agreement and the Effective Time: (a) not, customers and employees and maintain the goodwill directly or indirectly, do any of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shallfollowing: (i) except as contemplated hereby, amend or propose to amend its Certificate of Incorporation charter documents or Byby-Laws (or similar organizational documents), laws; (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares shares; (except for any dividends paid to the Company or to any wholly owned subsidiary), (iviii) redeem, purchase, acquire or offer to acquire any shares of its capital stock; (iv) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind class or other property or assets whether pursuant to acquire any rights agreement, stock option plans described in the Company Schedule or otherwise, provided that the Company may issue shares of its capital Company Common Stock pursuant to currently outstanding options or employee stock or purchases referred to in the Company Schedule in response to Section 2.3 above and the Company may issue options pursuant to the Company Option Plan in amounts and on terms consistent with past practice, provided that such option grants do not exceed 50,000 shares in the aggregate; (v) accelerate, amend or waive any change the period of its rights under, exerciseability of options or accelerate the vesting under, any provision of restricted stock granted under any of the Company Stock PlansPlans or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (vi) except as set forth in Section 2.26(b) in connection with the transactions contemplated by this Agreement, amend the Rights Agreement or redeem the rights issued pursuant thereto; or (vii) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (a); (b) not, directly or indirectly, (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or make any equity investments therein; (ii) issue, sell, pledge, dispose of or encumber any assets (including, without limitation, licenses, Authorizations or rights) of the Company or the Subsidiaries (except for (A) purchases or sales of inventory in the ordinary course of business and in a manner consistent with past practice, (B) dispositions of obsolete or worthless inventory, (C) purchases or sales of immaterial assets not in excess of $50,000 in the aggregate and (D) as set forth in the Company Schedule) or enter into any securitization transactions; (iii) incur any indebtedness for borrowed money or issue any debt securities exceeding $50,000 in the aggregate except for borrowings and reborrowings under the Company's existing credit facility in the ordinary course of business and consistent with past practice and except as set forth in the Company Schedule, (iv) make any commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $50,000 except such as may be involved in ordinary repair, maintenance or replacement of its assets or except as set forth in the Company Schedule; (v) enter into or modify any material contract, lease or agreement except in the ordinary course of business and consistent with past practice or except as set forth in the Company Schedule; (vi) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims not in the ordinary course of business or except as expressly provided herein; or (vii) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) not, directly or indirectly, (i) initiate any litigation or arbitration proceeding; (ii) revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course of business pursuant to arm's length transactions on commercially reasonable terms; (iii) make any material change to its accounting methods, principles or practices except as required by a change in GAAP occurring after the date hereof; or (iv) settle or compromise any Tax liability for an amount in excess of $25,000 or, on any Tax Return, take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in similar Tax Returns in prior periods; (d) not, directly or indirectly, (i) grant any increase in the salary or other compensation of its employees except in the ordinary course of business and consistent with past practice or grant any bonus to any employee or enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any officer or employee of the Company; (ii) take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or to increase the benefits payable under its severance or termination pay practices; or (iii) adopt or amend, in any respect, except as may be required by applicable law or regulation, any provisionbonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund, plan or arrangement for the benefit or welfare of any directors, officers or employees except as set forth in the Company Schedule; and (e) not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) or agree in writing or otherwise to take, (i) any of the actions described in this Section 4.l; (ii) any action which would make any of the Company's representations or warranties in this Agreement, if made on and as of the date of such action or agreement, untrue or incorrect in any material respect; (iii) any action which could prevent it from performing, or cause it not to perform, its obligations under this Agreement; (iv) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code; or (v) any action that would prevent or impede the Merger from qualifying as a "pooling of interests" for accounting purposes.

Conduct of the Company’s Business. The Company covenants and agrees that from During the period commencing on the date of hereof and continuing until the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the time extent that the Parent Designees constitute a majority of the members of the Company Board, unless Parent shall otherwise consent in advance writing; such consent, in writing or the case of clause (b) of this Article V not to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementbe unreasonably withheld) that: (a) the business of the The Company and each Company Subsidiary shall be conducted will carry on its business in, and only in, the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use its reasonable best efforts to preserve intact its present business organiza- tion, keep available the services of its present officers and employees and preserve its relationships with customers, consultants, suppliers and others having material business dealings with it. (b) The Company will not, and each will not permit any Company Subsidiary shall not take any action except into, enter into purchase orders other than in the ordinary course of business in accordance with the Company's budget. (c) The Company will not, and consistent with past practice will not permit any Company Subsidiary to, dispose of or encumber any of its properties and each assets, other than sales of inventory and collections of receivables or other actions in the ordinary course of business. (d) The Company will not split, combine or reclassify any Shares or declare any dividends on or make other distributions in respect of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiary; (b) neither Shares. Neither the Company nor any Company Subsidiary shall: (i) except as contemplated hereby, will amend its Articles or Certificate of Incorporation or By-Laws (laws or similar organizational governing documents), . (iie) Neither the Company nor any Company Subsidiary will issue, sell, pledge authorize, grant or dispose of any shares propose the sale or issuance of, or purchase, acquire or propose the purchase or acquisition of, any shares of the capital stock of the Company or any Company Subsidiary or securities convertible or exchangeable forinto, or any optionsrights, warrants or rights of any kind to acquire any shares ofoptions (including employee stock options, its capital restricted stock or other equity-based compensation) to acquire, any stock appreciation rights, performance such shares or phantom stock based other convertible securities (other than the issuance of Shares upon the value exercise, in accordance with the present terms thereof, of stock options outstanding on the date of this Agreement). (f) Neither the Company, nor any capital stock Company Subsidiary, officer, director or designate employee of (or any class investment banker, attorney, accountant or series other representative retained by) the Company or any Company Subsidiary shall, directly or indirectly, solicit, initiate or encourage (including by way of preferred stockfurnishing information) any inquiries or proposals by, or engage in any discussions or negotiations with, any corporation, partnership, person or other entity or group which it is reasonably expected may lead to, or which relates to, any takeover proposal; provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of and its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), (iv) redeem, purchase, acquire or offer to acquire any shares Board of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock Plans, any provision

Conduct of the Company’s Business. The Except as contemplated by this Agreement and as set forth in Section 5.1 of the Disclosure Schedule, during the period from the date hereof to the Closing Date, the Company covenants will, and agrees that will cause the Subsidiaries to, conduct its business and operations solely in the ordinary course of business consistent with past practice and to use reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has significant business relations to preserve substantially intact its business organization. Without limiting the generality of the foregoing, except as expressly provided by this Agreement and as set forth in Section 5.1 of the Disclosure Schedule, during the period from the date of this Agreement to the time that Closing Date, without the prior written consent of Parent Designees constitute a majority of the members of and Merger Sub, neither the Company Board, unless Parent shall otherwise consent in advance in writing or to nor the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this AgreementSubsidiaries will: (a) create, incur, assume or guarantee any indebtedness for borrowed money (including, without limitation, obligations in respect of capital leases) in excess of $100,000; (b) issue, sell, deliver, pledge, transfer, otherwise dispose of, or reclassify, combine, split, or redeem, purchase, otherwise acquire or enter into any agreement with respect to the business voting of any of its equity securities, or grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of its equity securities, or amend any terms of any such equity securities or agreements, in each case except for issuances of Company Common Stock upon the exercise of outstanding Options and Warrants and redemptions or purchases pursuant to the terms of existing agreements with employees disclosed to Parent and Merger Sub in Section 3.13 of the Disclosure Schedule; (c) (i) increase the rate of compensation or benefits of, or pay or agree to pay any benefit to (including, but not limited to, severance or termination pay), present or former managers, directors, officers or employees, (ii) enter into any collective bargaining agreement, (iii) make any bonus or similar payments, or (iv) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Benefit Plan, in each case except as may be required by any existing Plan, agreement or arrangement disclosed to Parent and each Company Subsidiary shall Merger Sub in Section 3.13 of the Disclosure Schedule or by the bonus plan for fiscal year ending December 31, 2005 which may be conducted only inadopted, and the Company and each Company Subsidiary subject to Parent’s approval (which shall not take be unreasonably withheld), prior to the Closing Date, or to employees who are not officers in accordance with the Company’s ordinary course of business consistent with past practice; (d) enter into, adopt, terminate or amend any action Plan, employment or severance agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement, except inas required by law; (e) sell, lease, license, transfer, pledge or otherwise dispose of any assets or properties, whether real or personal, other than the sale of inventory in the ordinary course of business and consistent with past practice practice, which have an aggregate book value in excess of $100,000 or mortgage or encumber any assets or properties, whether real or personal, which have an aggregate book value in excess of $100,000; (f) acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets for aggregate consideration in excess of $100,000; (g) enter into, modify, amend in any material respect or terminate any Material Contract, including any Real Property Lease (except modifications or amendments in connection with renewals of leases and each other matters in the ordinary course of business consistent with past practice); (h) waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness in excess of $100,000 owed to it; (i) cancel or terminate any material insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (j) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees of the Company and or the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company SubsidiarySubsidiaries; (bk) neither the Company nor any Company Subsidiary shall: amend or otherwise change its operating agreement, partnership agreement, certificate of incorporation or by-laws; (il) except as contemplated herebyset forth in Section 5.1(l) of the Disclosure Schedule, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of change any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stockaccounting principles, procedures, methods or practices, except as required by GAAP; (m) change in a material respect its fiscal year end inventory, shipping operations or cut-off procedures; (n) declare, set aside aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or otherwise a combination thereof) with respect to such shares any of its capital stock (except for any other than dividends paid by a wholly owned Subsidiary to the Company or to any other wholly owned subsidiarySubsidiary); (o) make or authorize any capital expenditure in excess of the Company’s budget as disclosed to Parent prior to the date hereof; (p) (i) pre-pay any long-term debt, (ii) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice and in accordance with their terms, (iii) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice, (iv) redeem, purchase, acquire delay or offer to acquire any shares of, or securities convertible into or exchangeable for, or any options, warrants or rights accelerate payment of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares account payable in advance of its capital stock due date or the date such liability would have been paid in the ordinary course of business consistent with past practice, or (v) vary the Company’s inventory practices in any material respect from the Company’s past practices; (q) waive, release, assign, settle or compromise any claims in excess of $500,000, or any material litigation or arbitration; (r) (i) make or change any material Tax election, Tax accounting method or annual Tax accounting period, (ii) settle or compromise any material liability for Taxes, (iii) enter into any Tax sharing, Tax indemnity or closing agreement, (iv) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Tax with any taxing authority, or (v) file any amended material Tax Returns; (s) modify, amend or waive any of its rights underterminate, or accelerate waive, release or assign any material rights or claims with respect to any confidentiality or standstill agreement to which the vesting underCompany is a party; (t) write up, write down or write off the book value of any provision of assets, except for depreciation and amortization in accordance with GAAP consistently applied; (u) take any action that is intended or would reasonably be expected to result in any of the Company Stock Plansconditions to Closing set forth in Article VI not being satisfied; or (v) agree, whether in writing or otherwise, to do any provisionof the foregoing.

Conduct of the Company’s Business. The Company covenants and agrees that from Between the date of this Agreement and the Closing Date, the Company will, and will cause its Subsidiaries to, conduct their respective businesses in the ordinary and normal course thereof, except as otherwise contemplated or permitted by this Agreement; and the Company and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact the time that the Parent Designees constitute a majority of the members business organization of the Company Boardand its Subsidiaries, unless Parent shall otherwise consent in advance in writing or to keep available the services of those of its present officers, employees and consultants that are integral to the extent described in Schedule 5.1 hereto or operation of its business as presently conducted and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company and its Subsidiaries have significant business relations. By way of amplification and not limitation, except as otherwise expressly contemplated by this Agreement, the Company agrees on behalf of itself and its Subsidiaries that, without the prior written consent of the Purchasers, they will, between the date of this Agreement and the Closing Date: (a) the business not directly or indirectly do any of the Company and each Company Subsidiary shall be conducted only in, and the Company and each Company Subsidiary shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shallfollowing: (i) except as contemplated hereby, amend or propose to amend its Certificate of Incorporation or By-Laws (or similar organizational documents), except pursuant to Section 7.5; (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares shares; (except for any dividends paid to the Company or to any wholly owned subsidiary), (iviii) redeem, purchase, acquire or offer to acquire any shares of its capital stock; (iv) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind class or other property or assets whether pursuant to acquire any rights agreement, stock option plans described in the COMPANY SCHEDULE or otherwise, provided that the Company may grant new options under the Employee Stock Plans (A) as set forth on the COMPANY SCHEDULE in a manner consistent with past practices or (B) in accordance with Section 7.2(d)(iv), and issue shares of its capital stock or Company Common Stock pursuant to currently outstanding options referred to in the COMPANY SCHEDULE in response to Section 3.3 above; (v) accelerate, amend or waive any change the period of its rights under, exercisability of options or accelerate the vesting under, any provision of restricted stock granted under any of the Employee Stock Plans or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; or (vi) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (a); (b) not, directly or indirectly (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company or other business organization or division thereof or make any equity investments therein; (ii) issue, sell, pledge, dispose of or encumber any assets (including without limitation licenses, Authorizations or rights) of the Company Stock Plansor its Subsidiaries or enter into any securitization transactions except for sales of inventory or immaterial amounts of assets in the ordinary course of business; (iii) incur any indebtedness for borrowed money or issue any debt securities; (iv) make any commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $500,000 except such as may be involved in ordinary repair, maintenance or replacement of its assets; (v) enter into or modify any provisionmaterial contract, lease or agreement except in the ordinary course of business and consistent with past practice; (vi) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims, or forgive, cancel or compromise any material debts, claims or rights not in the ordinary course of business or except as expressly provided herein; or

Conduct of the Company’s Business. The Company covenants and agrees that from the date of this Agreement that, prior to the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) the business of the Company and each Company Subsidiary the Subsidiaries shall be conducted only in, and the Company and each Company Subsidiary the Subsidiaries shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiarypractice; (b) neither the Company nor any Company Subsidiary shall, directly or indirectly, do any of the following: (i) sell, pledge, dispose of or encumber (or permit any Subsidiary to sell, pledge, dispose of or encumber) any assets of the Company or any Subsidiary, except as contemplated hereby, in the ordinary course of business; (ii) amend or propose to amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, Laws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any wholly wholly-owned subsidiarySubsidiary), ; (iv) redeem, purchase, acquire or offer to acquire (or permit any Subsidiary to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any Subsidiary shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind class or other property or assets whether pursuant to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock PlansPlans or otherwise; provided that the Company may issue shares of Company Common Stock upon the exercise of currently outstanding options referred to in Section 3.05 hereof and the Company may grant options under the Company Stock Plans to new non-management employees in amounts and on terms consistent with past practice, in any provisionevent not to exceed 150,000 shares in the aggregate; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly-owned Subsidiary); (iii) incur any indebtedness for borrowed money or issue any debt securities in an amount exceeding $1,000,000 in the aggregate; (iv) enter into or modify any material contract, lease, agreement or commitment, except in the ordinary course of business and

Conduct of the Company’s Business. The Except as contemplated by this Agreement or as set forth in Section 5.1 of the Disclosure Schedule, during the period from the date hereof to the Closing Date, the Company covenants will conduct its business and agrees that operations solely in the Ordinary Course of Business consistent with past practice. Without limiting the generality of the foregoing, except as expressly provided by this Agreement and as set forth in Section 5.1 of the Disclosure Schedule, during the period from the date of this Agreement to the time that Closing Date, without the Parent Designees constitute a majority prior written consent of the members of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Board, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementwill not: (a) create, incur, assume or guarantee any Indebtedness, other than in the business Ordinary Course of the Company and each Company Subsidiary shall be conducted only in, and the Company and each Company Subsidiary shall not take any action except in, the ordinary course of business Business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiarypractice; (b) neither the Company nor any Company Subsidiary shall: (i) except as contemplated hereby, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge deliver, redeem or dispose purchase any of any shares ofits equity securities, or securities convertible grant or exchangeable for, or enter into any options, warrants warrants, rights, agreements or rights commitments with respect to the issuance of its securities, or amend any terms of any kind to acquire such equity securities or agreements; (c) effect any shares ofrecapitalization, reorganization, stock split, stock combination, stock reclassification or any similar action or like change in the capitalization of Company, or redeem, repurchase or otherwise acquire, directly or indirectly, any of its capital stock or any stock appreciation rightsother equity interests; (d) adjust, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine combine, subdivide or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), (iv) redeem, purchase, acquire or offer to acquire any shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or other equity interests, as the case may be, or any option, warrant, preemptive right, call, or right relating thereto; (ve) increase the rate of compensation or benefits of, or pay or agree to pay any benefit to (including, but not limited to, severance or termination pay), present or former managers, directors, officers or employees, except as may be required by any existing Company Plan, agreement or arrangement disclosed to Buyer in the Disclosure Schedule, or to employees who are not officers in accordance with the Company’s Ordinary Course of Business consistent with past practice; (f) enter into, adopt, terminate or amend any Company Plan, employment or waive severance agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement, except as required by Applicable Law; (i) sell, lease, transfer or otherwise dispose of any of its material properties, assets or rights, other than (1) sales or licenses in the Ordinary Course of Business consistent with past practice, (2) dispositions of obsolete or unsalable inventory or equipment or (3) transfers of other material properties, assets or rights underin an amount not to exceed $100,000 in value individually or $200,000 in the aggregate; (ii) permit, allow or suffer any of its material properties or assets to be subjected to any Lien, restriction or charge other than Permitted Liens; (iii) acquire any properties, assets or rights in an amount in excess of $100,000 individually or $200,000 in the aggregate, other than in the Ordinary Course of Business; or (iv) lease any properties with annual base rent in excess of $100,000, other than renewals of existing leases in the Ordinary Course of Business; (h) acquire or agree to acquire by merging or consolidating with, or accelerate by purchasing the vesting understock or a substantial portion of the assets of, or by any other manner, any provision business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Company, taken as a whole; (i) enter into, modify or amend in any material respect or terminate any material Real Property Lease (except modifications or amendments in connection with renewals of leases and other modifications, amendments and terminations in the ordinary course of business) or any other Material Contract; (j) waive or release any rights of material value, or cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it; (k) cancel or terminate any insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (l) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees of the Company; (m) amend its Charter Documents; (n) change any of the accounting, financial reporting or tax principles, practices or methods used by Company, except as may be required in order to comply with changes in Applicable Law; (o) make or authorize any capital expenditures or commitment for capital expenditures in excess of $100,000; (p) permit the Company or any Subsidiary to dissolve, wind-up or liquidate; (q) fail to renew or permit to lapse any insurance policy; (r) apply for a loan or enter into any loan agreement, promissory note or similar arrangement under the PPP or other similar arrangement under any COVID-19 Law, or take any other action in respect of any of the foregoing; (s) (i) make, change, revoke or rescind any Tax election, (ii) adopt or change any Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) amend any income or other Tax Return or file any claim for an income or other Tax refund, (v) enter into any closing agreement or settle any Tax claim, audit or assessment, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability or (vi) change any other material practice or procedure relating to any Tax matter (including any practice or procedure that affects (A) the computation of any Taxes owed by the Company Stock Plansor any of its owners to any Governmental Authority, (B) the manner in which the Company prepares and files any provisionTax Returns, and/or (C) the date on which the Company remits any Taxes it owes to a Governmental Authority); or (t) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of the Company’s Business. The Company covenants and agrees that from that, between the date of this Agreement to and the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or writing, and except as otherwise expressly contemplated by this Agreement: (a) hereby or on the COMPANY SCHEDULE, the business of the Company and each Company Subsidiary the Subsidiaries shall be conducted only in, and the Company and each Company Subsidiary such entities shall not take any action except in, the ordinary course of Ordinary Course; the Company and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact the business and consistent with past practice and each organization of the Company and its Subsidiaries, to keep available the Company Subsidiaries shall use services of those of its best efforts to maintain its relationships with its supplierspresent officers, customers and employees and maintain consultants and to preserve the goodwill present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company and the Subsidiaries have significant business relations; and the Company and its Subsidiaries will advise each of its respective officers of their fiduciary duty to the Company Subsidiary;prior to the Effective Time to operate the business in due course, maintain the confidentiality of information arising from or generated by the business of the Company and to avoid taking any action which would have a Company Material Adverse Effect. By way of amplification and not limitation, except as otherwise expressly contemplated by this Agreement or the COMPANY SCHEDULE, the Company agrees on behalf of itself and its Subsidiaries that, without the prior written consent of Parent, they will, between the date of this Agreement and the Effective Time: (ba) neither not directly or indirectly do any of the Company nor any Company Subsidiary shallfollowing: (i) except as contemplated hereby, amend or propose to amend its Certificate of Incorporation Charter or By-Laws (or similar organizational documents), Bylaws; (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares shares; (except for any dividends paid to the Company or to any wholly owned subsidiary), (iviii) redeem, purchase, acquire or offer to acquire any shares of its capital stock; (iv) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind class or other property or assets whether pursuant to acquire any rights agreement, stock option plans described in the COMPANY SCHEDULE or otherwise, PROVIDED, HOWEVER, that (a) the Company may issue options in the Ordinary Course, which options shall have an exercise price per share of not less than (i) the Starting Price (hereinafter defined) divided by (ii) the Exchange Ratio, the product being rounded, if necessary, up or down, to the nearest cent, and shall be granted in accordance with the amounts and limitations set forth in the COMPANY SCHEDULE and (b) the Company may issue shares of its capital stock or Company Common Stock pursuant to currently outstanding options referred to in the COMPANY SCHEDULE in response to Section 2.3 above; (v) accelerate, amend or waive any change the period of its rights under, exerciseability of options or accelerate the vesting under, any provision of restricted stock granted under any of the Company Stock PlansPlans or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement, or (vi) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (a); (b) not, directly or indirectly (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or enter into or acquire any interest in any Joint Venture; (ii) issue, sell, pledge, dispose of or encumber any assets (including without limitation licenses, Authorizations or rights) of the Company or the Subsidiaries or enter into any securitization transactions, excluding transactions between the Company and its Subsidiaries and any transactions required under the Company's current credit facilities; (iii) incur any indebtedness for borrowed money or issue any debt securities; provided, however, the Company may incur indebtedness under the Company's current credit facilities up to an amount of such facilities on the date of this Agreement and any transactions made pursuant to the Company's current credit facilities, (iv) make any commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $100,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (v) enter into or modify any material contract, lease or agreement except in the Ordinary Course; (vi) terminate, modify, assign, waive, release or relinquish any material contract rights, including those arising under any Financing Documents except in the Ordinary Course or under any insurance policies, or amend any material rights or claims not in the Ordinary Course or except as expressly provided herein; (vii) settle or consent to the settlement of any litigation if such settlement, together with any related litigation or claims, would cost the Company or any Subsidiary, directly or indirectly (including pursuant to any indemnification obligations) more than $10,000,000, provided, however, that the Company may settle any litigation arising out of its relationships with the Portfolio Companies in the Ordinary Course; (viii) other than in prior consultation with the Parent, restructure or materially change the Company's or any Subsidiary's investment security portfolio through purchases, sales or otherwise, or the manner in which such portfolio is classified or reported, except in the Ordinary Course; (ix) purchase any securities or create any loans in the Tandem Capital division, (x) purchase any securities or create any loans for an amount exceeding $65,000,000 per quarter in the aggregate or $5,000,000 for any single borrower, or (xi) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) not, directly or indirectly (i) initiate any litigation or arbitration proceeding, except in the Ordinary Course, (ii) revalue any of its assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course, or as required by GAAP or any applicable laws, (iii) make any material change to their respective accounting methods, principles or practices, or (iv) settle or compromise any Tax liability, or prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (d) not, directly or indirectly, (i) grant any increase in the salary or other compensation of its employees except in the Ordinary Course or grant any bonus to any employee or enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any officer or employee of the Company, except as disclosed on the COMPANY SCHEDULE or on the letter to Parent dated January 4, 1999; (ii) take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or to increase the benefits payable under its severance or termination pay practices; (iii) adopt or amend, in any respect, except as may be required by applicable law or regulation, any provisionbonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund, plan or arrangement for the benefit or welfare of any directors, officers or employees; (e) use reasonable best efforts to cause the persons listed on the COMPANY SCHEDULE to enter into employment/consulting agreements prior to Closing in the form substantially set forth in Exhibit B hereto, containing the terms set forth opposite such person's name on the COMPANY SCHEDULE; (f) not, directly or indirectly, take or omit to take any action that is reasonably likely to result in a breach of any contract, commitment or obligation if the result would, individually or in the aggregate, have a Company Material Adverse Effect; (g) not, directly or indirectly, take any action which would cause its representations and warranties contained herein if made on and as of the date of such action or agreement, untrue or incorrect in any material respect; (h) not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) or agree in writing or otherwise to take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated hereby; (i) not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) or agree in writing or otherwise to take, (i) any of the actions described in this Section 4.l, or (ii) any action which could prevent it from performing, or cause it not to perform, its obligations under this Agreement, or (iii) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code; (j) the Company shall make sufficient distributions in order to: (i) qualify as a RIC for the year ended December 31, 1998; and (ii) avoid imposition of federal excise tax for the years ended October 31, 1998 (with respect to capital gain net income) and December 31, 1998 (with respect to ordinary income); (k) from January 1, 1999 until the Closing, except to the extent necessary to maintain its status as an RIC for the year ended December 31, 1998 and avoid federal excise tax for any period ending on or before December 31, 1998, the Company shall operate and conduct its affairs as if it were a C corporation and not an RIC for federal income tax purposes; and (l) use reasonable best efforts to cause the Company's accountants to perform such activities in connection with the quarterly preparation and review of the Company's interim financial statements as they have historically performed.

Conduct of the Company’s Business. The Company covenants and agrees that from the date of this Agreement that, prior to the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) the business of the Company and each Company Subsidiary the Subsidiaries shall be conducted only in, and the Company and each Company Subsidiary the Subsidiaries shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its relationships with assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its suppliersbooks of account and records in the usual, customers regular and employees ordinary manner and maintain the preserve its goodwill of the Company and each Company Subsidiaryongoing business; (b) neither the Company nor shall not directly or indirectly do any Company Subsidiary shallof the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of any of the Subsidiaries, or (B) any property or assets (including Intellectual Property Rights) of the Company or any of the Subsidiaries, except as contemplated hereby, inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any wholly owned subsidiarySubsidiary), ; (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any of the Subsidiaries shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets whether pursuant to the Company Stock Option Plans or otherwise or, except as contemplated by Sections 6.08 and 6.09 hereof, modify the terms or any outstanding options, warrants or rights to acquire the Company's capital stock; provided that the Company (W) may issue shares of Company Common Stock upon the conversion of Company Series A Preferred Stock or Series B Preferred Stock, (X) may issue shares of Company Common Stock upon the exercise of currently outstanding options and warrants referred to in Section 3.04 hereof, (Y) may issue shares of Company Common Stock upon the exercise by the holders of options under the Company Stock Option Plans and (Z) may issue options under the Company Stock Option Plans in the ordinary course of business consistent with past practice; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any kind to acquire any shares of its capital stock such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or waive claims; (vi) discharge or satisfy any of its rights undermaterial claim or settle or compromise any material claim, action, suit or accelerate proceeding pending or threatened against the vesting under, any provision of Company or any of the Subsidiaries, or, if the Company Stock Plansor any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any provisionother person, except as may be required under agreements in effect as of and identified on Schedule 3.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiary; (ix) violate or fail to perform any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Company Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 3.07 hereof; (d) neither the Company nor any of the Subsidiaries shall grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers of the Company or any of the Subsidiaries, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any Subsidiary; (e) except as contemplated by Section 6.07, neither the Company nor any of the Subsidiaries shall take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices; (f) neither the Company nor any of the Subsidiaries shall adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 6.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it, and if and as requested by Parent or Acquisition Corp., (i) the Company shall use its best efforts to make reasonable arrangements for representatives of Parent or Acquisition Corp. to meet with customers and suppliers of the Company or any of the Subsidiaries, and (ii) the Company shall schedule, and the management of the Company shall participate in, meetings of representatives of Parent or Acquisition Corp. with employees of the Company or any of the Subsidiaries; and (h) the Company shall provide to Parent a draft of any Federal income Tax return or material state, local or foreign Tax return (other than state or local sales and use taxes) required to be filed on behalf of the Company or any Subsidiary between the date of this Agreement and the Effective Time at least 15 days prior to the date on which such return is due and shall not file any such return without the consent of Parent, such consent not to be unreasonably withheld or delayed, unless such filing is required by law.

Conduct of the Company’s Business. The Company covenants and agrees that during the period from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, except to the time that the Parent Designees constitute a majority of the members extent required by Law or as provided in Section 6.1 of the Company BoardDisclosure Schedule, and except as otherwise expressly required or permitted by this Agreement, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementwriting: (a) the business of the Company and each the Company Subsidiary Subsidiaries shall be conducted only in, and the Company and each the Company Subsidiary Subsidiaries shall not take any action action, except in, in the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its reasonable best efforts to maintain preserve intact its present business organizations, goodwill and relationships with third parties and to keep available the services of its suppliers, customers present officers and employees and maintain the goodwill of preserve their relationships with customers, supplies, and others having business dealings with the Company and each Company Subsidiary; (b) neither the Company nor shall not, and shall not cause or permit any Company Subsidiary shall: to, do any of the following: (i) sell, pledge, lease, dispose of or encumber any property or assets, except as contemplated herebyin the ordinary course of business consistent with past practice or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization; (ii) amend or propose to amend its Certificate articles of Incorporation organization or By-Laws bylaws (or similar comparable organizational documents); (iii) except for declaration and payment of the Company's regular quarterly dividends, which shall not exceed $0.30 in cash per share of outstanding Company Common Stock per quarter, split, combine or reclassify any shares of its capital stock, or declare, set aside or pay any <PAGE> 27 (iiiv) redeem, purchase, acquire or offer to acquire any shares of its capital stock; (v) issue, sell, pledge sell or dispose of agree to issue or sell any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stockother property or assets whether pursuant to the Company Plans or otherwise; provided, provided however, that the Company may issue Shares shares of Company Common Stock (A) upon the exercise of currently Options or ACIC Options that are outstanding on the date of this Agreement or are permitted under this Agreement to be issued following the date of this Agreement and are exercised in accordance with their respective terms as in effect on the date of this Agreement and (B) pursuant to commitments entered into before the date of this Agreement pursuant to other Company Stock Options listed Plans as in Schedule 3.5 heretoeffect on the date of this Agreement; (vi) acquire any material assets (including securities) or merge or consolidate with any person or engage in any similar transaction; (vii) except for borrowings and re-borrowings in the ordinary course of business under credit facilities in existence on the date of this Agreement (including all future renewals, replacements and extensions thereof), incur, create or assume any indebtedness for borrowed money or guarantee any such indebtedness, guarantee any debt of others, enter into any "keep-well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for working capital borrowings incurred in the ordinary course of business or issue any debt securities; (iiiviii) splitmake any loans, combine advances or reclassify any outstanding shares of its capital stockcontributions to, or declareinvestments in, set aside or pay any dividend payable in cashother person, stock, property or otherwise with respect to such shares (except for any dividends paid other than to the Company or a wholly-owned Company Subsidiary; (ix) make or rescind any Tax election or settle or compromise any Tax liability of the Company or any Company Subsidiary; (x) amend any Tax Return, change an annual Tax accounting period, adopt or change any Tax accounting method (except as required by applicable law) or execute or consent to any wholly owned subsidiarywaivers extending the statutory period of limitations with respect to the collection or assessment of any taxes; (xi) make or agree to make any capital expenditures in excess of $1.0 million in any case and $5.0 million in the aggregate; (xii) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business or in accordance with their terms, of claims, liabilities or obligations recognized or disclosed in the most recent financial statements (ivor the notes thereto) redeemof the Company included in the SEC Reports or incurred since the date of such financial statements in the ordinary course of business; (A) modify, purchaseamend or terminate any Material Contract, acquire (B) waive, release or offer to acquire assign any shares material rights or claims, (C) waive in any material respect the benefits of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock Plans, any provisionagree <PAGE> 28

Conduct of the Company’s Business. The Company covenants and agrees that from During the period commencing on the date of hereof and continuing until the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the time extent that the Parent Designees constitute a majority of the members of the Company Board, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementwriting) that: (a) the business of the The Company and each Company Subsidiary shall be conducted will carry on its business in, and only in, the usual, regular and the Company and each Company Subsidiary shall not take any action except in, the ordinary course of business and in substantially the same manner as heretofore conducted and, to the extent consistent with past practice and each of the Company and the Company Subsidiaries shall such business, use its best all reasonable efforts to maintain preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, consultants, suppliers and others having business dealings with it to the end that its suppliers, customers goodwill and employees and maintain ongoing business shall not be materially impaired at the goodwill of the Company and each Company Subsidiary;Effective Time. (b) neither The Company will not declare any dividends on or make distributions in respect of the Company Common Stock. Neither the Company nor any Company Subsidiary will amend its Articles of Incorporation, as amended, or By-laws or similar governing documents. (c) Neither the Company nor any Company Subsidiary will issue, authorize or propose the issuance of, or purchase or propose the purchase of, any shares of the capital stock of the Company or any Company Subsidiary or securities convertible into, or rights, warrants or options (including employee stock options) to acquire, any such shares or other convertible securities (other than the issuance of Company Common Stock upon the exercise in accordance with the present terms thereof, of stock options outstanding on the date of this Agreement). (d) Neither the Company, nor any Company Subsidiary, officer, director or employee of (or any investment banker, attorney, accountant or other representative retained by) the Company or any Company Subsidiary shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals by, or engage in any discussions or negotiations with, or provide information to, any corporation, partnership, person or other entity or group which it is reasonably expected may lead to, or which relates to, any Takeover Transaction (as hereinafter defined). The Company will promptly advise Parent orally and in writing of the receipt and content of such inquiries or proposals. As used in this subsection (d), "Takeover Transaction" shall mean any proposal or transaction: (i) except as contemplated hereby, amend its Certificate of Incorporation relating to a merger or By-Laws (other business combination involving the Company or similar organizational documents), any Company Subsidiary; or (ii) issue, sell, pledge or dispose for the acquisition of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed a substantial equity interest in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), (iv) redeem, purchase, acquire Company Subsidiary or offer to acquire any shares of, or securities convertible into or exchangeable for, or any options, warrants or rights a substantial portion of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any assets of the Company Stock Plansor any Company Subsidiary, other than the one contemplated by this Agreement; provided, however, that nothing contained in this Section 6.1(d) shall prohibit the Board of Directors of the Company from: (x) furnishing information to, or entering into discussions or negotiations with, any provisionperson or entity that makes an unsolicited bona fide proposal in writing to engage in a Takeover Transaction which the Company Board in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Merger if, and only to the extent that: (A) the Company Board determines after consultation with Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel, P.A. or other outside counsel of national reputation for its expertise in corporate and securities law matters as the Company shall select ("Company Counsel"), that failure to take such action would be inconsistent with the compliance by the Company Board with its fiduciary duties to stockholders imposed by law, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity the Company provides written notice to Parent that it is so doing; and (C) the Company keeps Parent informed of the status (excluding, however, the identity of such person or entity and the terms of any proposal) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to a takeover transaction.

Conduct of the Company’s Business. The Company covenants and agrees that During the period from the date of this Agreement to until the time that the Parent Designees constitute a majority earlier of the members Closing or the termination of this Agreement in accordance with its terms, except (i) as expressly contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 7.1 of the Company BoardDisclosure Letter, unless or (iv) as consented to by Parent shall otherwise consent in advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause the Company’s Subsidiaries to, (x) conduct their respective businesses and operations in the ordinary course of business consistent with past practice, (y) use commercially reasonable efforts to preserve substantially its business organization and to preserve the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreementpresent relationships with employees, customers, suppliers, subcontractors, and vendors and, (z) subject to clauses (i) through (iv) above, the Company shall not, and shall cause each of the Company’s Subsidiaries not to: (a) authorize or effect any amendment to or change its Organizational Documents in any material respect; (b) issue or authorize issuance of any Equity Interests (other than upon the business exercise of the Options outstanding on the date of the Agreement in accordance with their existing terms), or grant any options, warrants, or other rights to purchase or obtain any of its Equity Interests; or sell or otherwise dispose of any of the Equity Interests of the Company or a Subsidiary; (c) sell, lease, license (other than as conducted in the ordinary course of business), transfer or otherwise dispose or permit the cancellation, abandonment or dedication to the public domain of any of the material property rights, whether tangible or intangible (including Intellectual Property), or assets of the Acquired Companies and each other than as required pursuant to Company Subsidiary shall be Contracts in effect as of the date of this Agreement; (d) in any transaction or a related series of transactions or acquisitions, acquire by merger, consolidation, combination or acquisition of stock or assets, any corporation, partnership, limited liability company, joint venture or other business organization or division thereof or interest therein; (e) make any capital expenditure or expenditures, which individually exceed $25,000 or in the aggregate exceed $500,000; (f) cancel, compromise or settle any Action, or affirmatively waive or release any rights or claims, of any Acquired Company (other than in respect of the collection of receivables as conducted only in, and the Company and each Company Subsidiary shall not take any action except in, in the ordinary course of business and permitted pursuant to clause (k)); (g) make any changes to its accounting principles or practices, other than as may be required by Law, GAAP or generally accepted accounting principles in the jurisdictions of incorporation or formation of the relevant Acquired Company; (h) adopt or change any material Tax accounting period or method of Tax accounting, file any amended Tax Return, make, change or rescind any material Tax election, enter into any Tax closing agreement, settle any Tax audit, claim or assessment, surrender or abandon any right to claim a Tax refund or credit, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (i) discontinue any business material to the Acquired Companies, taken as a whole; (j) incur Indebtedness or any obligations under any interest rate, currency or hedging agreements that will not be repaid on or before the Closing Date; (k) other than in the ordinary course of business, change in any material respect the policies or practices of any Acquired Company with regard to the extension of discounts or credit to customers or collection of receivables from customers; (l) enter into or adopt a plan or agreement of recapitalization, reorganization, merger or consolidation or adopt a plan of complete or partial liquidation or dissolution; (i) materially increase the base salary, benefits, bonus or incentive compensation, change in control benefits or severance benefits of any employee, officer, director or other service provider of any Acquired Company or (ii) hire any new employees, unless (A) such hiring is in the ordinary course of business consistent with past practice and each (B) in the event the new employee shall have an annual base salary and incentive compensation opportunity equal to or greater than $150,000 so long as such new employee has an annual base salary and incentive compensation opportunity not exceeding the base salary and incentive compensation opportunity of the Company and the Company Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill predecessor of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shall: (i) except as contemplated hereby, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, such new employee or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed current employee in Schedule 3.5 heretoa comparable position, (iii) splitmake any loan to any employee or other service provider, combine or reclassify (iv) terminate the service of any outstanding shares executive officer or other employee that has signed an employee agreement with any Acquired Company or Parent or any of its capital stockAffiliates (other than for cause); (n) enter into or adopt any new, or declarematerially increase benefits under or renew, set aside establish, adopt, terminate or pay amend any dividend payable Company Plan (other than amendments required by Law or required to maintain the tax-qualified status of any Company Plan under Code Section 401(a)) or take any action to accelerate the payment, funding, right to payment or vesting of any compensation or benefits except as otherwise contemplated by this Agreement; (o) enter into any collective bargaining or similar agreement with any labor organization, works council or other employee representative; (p) other than in cashthe ordinary course of business, stockamend, property modify, extend, renew or otherwise terminate any Company Lease or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (q) implement any plant closings or employee layoffs that could implicate the WARN Act; (r) transfer the employment or service of any individual service provider to or from any Acquired Company, other than between Acquired Companies; (s) modify or enter into any Affiliate Contract or other transaction with, directly or indirectly, any current or former director, officer or Affiliate of the Company (other than any Acquired Company); (t) enter into, amend or modify, in any material respect, or terminate, or waive any material rights under, any (1) Company Contract or (2) Contract that, if in effect on the date hereof, would have been a Company Contract, except in each case, in the ordinary course of business consistent with respect to such shares past practice (provided that the foregoing exception shall not permit (x) entering into a Contract that would constitute a Company Contract under any of Sections 3.14(a)(v) through (viii) (except for any dividends paid that this clause (x) shall not apply to Customer Contracts with “no hire” provisions entered into in the Company or to any wholly owned subsidiaryordinary course of business), (ivxii) redeemor (xv) if in effect as of the date hereof); (y) entering into, purchase, acquire amending or offer to acquire modifying any shares ofContract which contains a change of control or similar provision that would require a payment to, or securities convertible into otherwise require consent from, the other party or exchangeable for, parties thereto in connection with the Merger or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock other transactions contemplated hereby or (vz) amend entering into any Contract or waive amendment or modification to any Contract as expressly prohibited in Section 7.1(t) of its rights under, the Company Disclosure Letter); or (u) agree or accelerate the vesting under, any provision of otherwise commit to take any of the Company Stock Plans, any provisionactions prohibited by the foregoing Section 7.1(a) through Section 7.1(t) above.

Conduct of the Company’s Business. The Company covenants and agrees that that, from and after the date of this the Original Agreement and prior to the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (ai) the business of the Company and each Company Subsidiary the Subsidiaries shall be conducted only in, and the Company shall not, and each Company Subsidiary shall not permit any Subsidiary to, take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best reasonable efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its relationships with assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its suppliersbooks of account and records in the usual, customers regular and employees ordinary manner and maintain the preserve its goodwill of the Company and each Company Subsidiaryongoing business; (bii) neither the Company nor shall not, and shall not permit any Company Subsidiary shallto, directly or indirectly do any of the following: (i) except as contemplated hereby, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii1) issue, sell, pledge or pledge, dispose of or encumber (A) any shares of, or securities convertible or exchangeable for, capital stock of the Company or any of the Subsidiaries (except (x) upon exercise or conversion of outstanding options, warrants or rights Company Preferred Stock or (y) as contemplated by Section 7.01(m)), or (B) any property or assets (including Intellectual Property) of any kind to acquire any shares of, its capital stock the Company or any stock appreciation rightsof the Subsidiaries, performance shares except inventory and immaterial assets in the ordinary course of business consistent with past practice; (2) amend or phantom stock based upon the value propose to amend its Articles of any capital stock Incorporation or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, Bylaws; (iii3) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any wholly owned subsidiarySubsidiary), ; (iv4) redeem, purchase, acquire or offer to acquire any shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock stock; or (v5) amend enter into any contract, agreement, commitment or waive any of its rights under, or accelerate the vesting under, any provision of arrangement with respect to any of the matters set forth in this paragraph (ii); (iii) the Company Stock Plansshall not, and shall not permit any provisionSubsidiary to, (1) enter

Conduct of the Company’s Business. The Company covenants and agrees that from Except as otherwise agreed to in writing by the Purchaser Representative on behalf of the Purchasers subsequent to the date of this Agreement to the time that the Parent Designees constitute a majority of the members of the Company Boardhereof, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise set forth in Item 4.01 of the Disclosure Schedule or as expressly contemplated by this Agreementhereby, at all times between the date hereof and the Closing Date, the Company shall, and shall cause each of its Subsidiaries to: (a) operate its business only in the business of the Company usual, regular and each Company Subsidiary shall be conducted only inordinary manner and on a basis consistent with past practice, and use its commercially reasonable efforts to preserve its current business organization, keep available the Company services of its officers and each Company Subsidiary shall employees and preserve its present relationships with its customers and suppliers and all other persons with which it has material business dealings; (b) maintain its material assets and properties in good repair, order and condition, reasonable wear and tear excepted; (c) maintain its books of account and records in the usual, regular and ordinary manner, on a basis consistent with past practice, and use its commercially reasonable efforts to comply in all material respects with all Laws applicable to it and perform all of its material contractual obligations without default; (d) not take amend its Articles or Certificate of Incorporation or By-Laws; (e) not change the character of its business in any action manner; (f) not incur any material obligation, debt or liability of any kind or nature whatsoever (whether fixed, absolute, accrued, contingent, secured or unsecured, known or unknown or otherwise, and whether due or to become due), except inin the ordinary course of business and consistent with past practice; (g) not discharge or satisfy any material Lien or pay any material obligation, debt or liability of any kind or nature whatsoever (whether fixed, absolute, accrued, contingent, secured or unsecured, known or unknown or otherwise, and whether due or to become due), other than payments of obligations, debts or liabilities in the ordinary course of business and consistent with past practice; (h) not mortgage, pledge or subject to any Lien (other than Permitted Liens) any of its material assets or properties; (i) not transfer, lease or otherwise dispose of any of its material assets or properties except for fair consideration in the ordinary course of business and consistent with past practice or, except in the ordinary course of business and each consistent with past practice, acquire any material assets or properties; (j) other than distributions by wholly-owned Subsidiaries of the Company and to the Company or to other wholly-owned Subsidiaries shall use its best efforts to maintain its relationships with its suppliers, customers and employees and maintain the goodwill of the Company and each Company Subsidiary; (b) neither the Company nor any Company Subsidiary shall: (i) except as contemplated herebyCompany, amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, (iii) split, combine or reclassify any outstanding shares of its capital stock, or not declare, set aside or pay any dividend payable distribution (whether in cash, stock, stock or property or any combination thereof) in respect of its capital stock or redeem or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), (iv) redeem, purchase, acquire or offer to acquire any shares of its capital stock or split, combine, reclassify or otherwise similarly change its capital stock or authorize the creation or issuance of, or, other than in connection with the issuance or securities convertible into exercise of Company Stock Options, issue or exchangeable for, or sell any options, warrants or rights of any kind to acquire any shares of, its capital stock or any optionssecurities or obligations convertible into or exchangeable therefor, warrants or rights of give any kind person any right to acquire any shares of its capital stock; (k) not make any loan or investment of a capital nature, whether by purchase of stock or securities, contributions to capital, property transfers or otherwise, in any other partnership, corporation or other entity; (vl) not cancel or compromise any material debt or claim, except in the ordinary course of business and consistent with past practice; (m) not waive or release any rights of material value or surrender or cause to be revoked or otherwise terminated any Material Permit; (n) not transfer or grant any material rights under or with respect to any material intellectual property, or permit any license, permit or other form of authorization relating to any material intellectual property to lapse; (o) not make or grant any wage, salary or benefit increase or bonus payment applicable to any group or classification of employees generally, enter into or amend in any material respect the terms of any employment contract with, or waive make any material loan to, or grant any severance benefits to, or enter into or amend in any material respect the terms of any material transaction of any other nature with, any officer, director, employee or Related Party; (p) not enter into any contract, agreement, license or lease which involves payments by the Company or any of its rights underSubsidiaries in excess of $200,000 per annum or $750,000 in the aggregate; (q) not enter into any other transaction, contract or commitment, except in the ordinary course of business and consistent with past practice; (r) not take any action, enter into any transaction or make any agreement or commitment, or accelerate the vesting underknowingly permit any event to occur, any provision of which would result in (A) any of the representations or warranties of the Company Stock Planscontained in Article II of this Agreement not being true and correct in any material respect at and as of the time immediately after the occurrence of such action, transaction or event or on the Closing Date or (B) any provisionof the conditions precedent set forth in Article V not being satisfied at Closing; or (s) not agree to take or enter into any agreement or commitment to take any of the actions prohibited by clauses (a)-(r) of this Section 4.01.

Conduct of the Company’s Business. The Company covenants and agrees that from the date of this Agreement that, prior to the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) the business of the Workforce Company and each Company Subsidiary shall be conducted only in, and the Workforce Company and each Company Subsidiary shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Workforce Company and the Company Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its relationships with assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its suppliersbooks of account and records in the usual, customers regular and employees ordinary manner, except as contemplated by Section 3.01(g) hereof, and maintain the preserve its goodwill of the Company and each Company Subsidiaryongoing business; (b) neither the Workforce Company nor shall not directly or indirectly do any Company Subsidiary shallof the following: (i) sell, pledge, dispose of or encumber any property or assets (including Intellectual Property Rights) of the Workforce Company, except as contemplated hereby, inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any the payment of dividends paid or distributions not to exceed the Company or to any wholly owned subsidiary), amount shown on Schedule 4.01; (iv) redeem, purchase, acquire or offer to acquire any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this subsection (b); (c) the Workforce Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets, or modify the terms or any outstanding options, warrants or rights to acquire the Company's capital stock; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly owned subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any kind to acquire any shares of its capital stock such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or waive claims; (vi) discharge or satisfy any material Claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Workforce Company or, if the Workforce Company may be liable or obligated to provide indemnification, against the Workforce Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 3.01(t) hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of the Workforce Company; (ix) violate or fail to perform, in any material respect, any obligation imposed upon the Workforce Company by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements where such violation or failure would have a Company Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 3.01(h) hereof; (d) the Workforce Company shall not grant any increase in the salary or other compensation of its rights underdirectors, officers or employees, except, in the case of employees who are not directors or executive officers of the Workforce Company, reasonable salary increases in the ordinary course of business consistent with past practice, or accelerate grant any bonus to any employee except as set forth on Schedule 4.01 or enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any employee of the vesting underWorkforce Company; (e) except as contemplated by Section 4.07, the Workforce Company shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Workforce Company or to increase the benefits payable under its severance or termination pay practices; (f) the Workforce Company shall not adopt or amend, in any material respect, any provision plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; and (g) the Workforce Company shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 4.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it, and if and as requested by Parent or Acquisition, (i) the Workforce Company shall use its best efforts to make reasonable arrangements for representatives of Parent or Acquisition to meet with customers and suppliers of the Workforce Company, and (ii) the Workforce Company Stock Plansshall schedule, any provisionand the management of the Workforce Company shall participate in, meetings of representatives of Parent or Acquisition with employees of the Workforce Company.

Conduct of the Company’s Business. The Company covenants and agrees that during the period from the date of this Agreement to and continuing until the time that the Parent Designees constitute a majority earlier of the members Effective Time and termination of the Company Boardthis Agreement pursuant to its terms, unless Parent shall otherwise consent in advance in writing (such consent not to be unreasonably withheld or delayed), and except to the extent described required by law or disclosed in Schedule 5.1 hereto or Section 6.1 of the Company Disclosure Schedule, and except as otherwise expressly contemplated required or permitted by this Agreement: (a) the business of the Company and each the Company Subsidiary Subsidiaries shall be conducted only in, and the Company and each the Company Subsidiary Subsidiaries shall not take any action except in, the ordinary course of business and consistent with past practice and each the Company shall use reasonable best efforts to preserve intact its present business organization, keep available the services of officers and key employees of the Company and the Company Subsidiaries shall use Subsidiaries, keep its best efforts to maintain its and their relationships with its clients, customers, suppliers, customers licensors, licensees, distributors and employees others having business dealings with them intact and maintain the its and their goodwill of the Company and each Company Subsidiaryongoing business unimpaired; (b) neither the Company nor shall not, and shall not cause or permit any Company Subsidiary shallto, do any of the following: (i) sell, pledge, lease, dispose of or encumber or subject to any Lien any property or assets, except as contemplated hereby, for dispositions of inventory and immaterial assets and encumbrances and pledges in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or By-Laws Bylaws (or similar comparable organizational documents); (iii) split, combine or reclassify any shares of its capital stock, or declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to such shares (except for any dividends paid by a wholly owned direct or indirect Company Subsidiary to such Company Subsidiary's parent); (iv) redeem, purchase, acquire or offer to acquire any shares of its capital stock or other securities of, or other ownership interests in, the Company; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters listed in clauses (i) through (iv) above; and (c) the Company shall not, and shall not cause or permit any Company Subsidiary to, (iii) issue, sell, pledge grant, pledge, dispose of, or encumber or subject to any Lien, or agree to issue, sell, grant, pledge, dispose of of, or encumber or subject to any Lien, any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its (x) capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock(y) other property or assets, provided in each case whether pursuant to the Company Stock Plans or otherwise; provided, however, that the Company may issue Shares shares of Company Common Stock (A) upon the exercise of currently Options that are outstanding on the date of this Agreement or are permitted under this Agreement to be issued following the date of this Agreement and are exercised in accordance with their respective terms as in effect on the date of this Agreement and (B) pursuant to the Company's 401(k) plan and Employee Stock Purchase Plan, each as in effect on the date of this Agreement, consistent with the ordinary course past practices regarding such plan; (ii) acquire or agree to acquire (A) (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business (A) grant any current or former director, officer, employee or consultant of the Company Stock Options listed or any Company Subsidiary any increase in Schedule 3.5 heretocompensation, bonus or fringe or other benefits or grant any type of compensation or benefits to any current or former director, officer, employee or consultant not previously receiving or entitled to receive such type of compensation or benefit, except for normal increases in cash compensation (iiiincluding cash bonuses) split, combine in the ordinary course of business consistent with past practice or reclassify as required under any outstanding shares Company Plan in effect as of its capital stockthe date of the most recent financial statements included in the Company SEC Reports, or declare(B) enter into or amend any employment, set aside deferred compensation, consulting, severance, change of control, termination or pay indemnification agreement or any dividend payable in cashother agreement with or involving any current or former director, stockofficer, property employee or otherwise with respect consultant of the Company or any Company Subsidiary; (ix) change its accounting principles, practices or methods or increase the Tax liability of, or decrease any Tax attribute of, the Company or any Company Subsidiary, except as may be required by the SEC, applicable law or GAAP; (x) make or change any election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to such shares (except for claim a refund of Taxes, consent to any dividends paid extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any Company Subsidiary, or take any other similar action relating to the filing of any wholly owned subsidiary)Tax Return or the payment of any Tax, (iv) redeem, purchase, acquire if such action would increase the Tax liability of the Company or offer to acquire any shares Company Subsidiary or decrease a Tax attribute of, or securities convertible into or exchangeable for, the Company or any options, warrants Company Subsidiary existing on the Effective Time; (xi) cancel or rights of any kind to acquire any shares of, its capital stock or any options, warrants or rights of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock PlansInsurance Policies or (xii) agree, in writing or otherwise, to take any provisionof the actions listed in clauses (i) through (xi) above.

Conduct of the Company’s Business. Pending the Effective Time. The Company covenants shall, and agrees that from the date shall cause each of this Agreement to the time that the Parent Designees constitute a majority of the members of the Company Boardits subsidiaries to, unless Parent shall otherwise consent in advance in writing except as permitted, required or to the extent described in Schedule 5.1 hereto or as otherwise expressly specifically contemplated by this Agreement, required by any change in applicable law or consented to or approved in writing by TCI (which consent or approval shall not be unreasonably withheld) during the period commencing on the date hereof and ending at the Effective Time: (a1) the conduct its business of the Company and each Company Subsidiary shall be conducted only in, and the Company and each Company Subsidiary shall not take any action except in, the ordinary and usual course of its business and consistent with past practices; (2) use reasonable efforts, in the ordinary and usual course of business and consistent with past practices, to preserve intact its current business organizations, to preserve its Licenses in full force and effect, to keep available the services of its present officers and key employees, and to preserve the good will of those having business relationships with it; (3) not (i) make any change or amendments in its charter, bylaws or partnership agreement or other governing instrument or document (as the case may be); (ii) authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock or other equity or voting interests, or any rights, options, warrants, calls, commitments or other agreements of any character to purchase or acquire any shares of its capital stock or other equity or voting interests, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock or other equity or voting interests, other than (A) shares of Company Common Stock issued upon exercise of Company Options or other rights outstanding as of the date hereof under Company Plans or otherwise disclosed pursuant to this Agreement, in accordance with the terms thereof, (B) shares of Company Series A Stock issued upon conversion of shares of Company Series B Stock outstanding on the date hereof, in accordance with the terms of the Company Charter as in effect on the date hereof, and (C) shares of Company Common Stock issued in connection with the conversion of convertible or exchangeable securities of the Company or its subsidiaries, including the Company Debentures, outstanding as of the date hereof, in accordance with the terms of such securities; (iii) except for conversions of shares of Company Series B Stock outstanding on the date hereof into shares of Company Series A Stock, in accordance with the terms of the Company Charter as in effect on the date hereof, split, combine, subdivide or reclassify the outstanding shares of its capital stock or other equity or voting interests, or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or other equity or voting interests, or otherwise make any payments to stockholders or owners of equity or voting interests in their capacity as such (other than dividends or distributions paid by any Wholly-Owned Subsidiary of the Company to the Company or another Wholly-Owned Subsidiary; (iv) redeem, purchase or otherwise acquire, directly or indirectly, any outstanding shares of capital stock or other securities or equity or voting interests of the Company or any subsidiary of the Company; (v) make any other changes in its capital or ownership structure; (vi) sell or granx x Xxxx xxxh respect to any stock, equity or partnership interest owned by it in any subsidiary of the Company; or (vii) enter into or assume any contract, agreement, obligation, commitment or arrangement with respect to any of the foregoing; (4) not (i) modify or change in any material respect any material License or other material Contract, other than in the ordinary course of business; (ii) enter into any new employment, consulting, agency or commission agreement, make any amendment or modification to any existing such agreement or grant any increases in compensation, (A) in each case other than in the ordinary course of business and consistent with past practice and each with or granted to Persons who are not officers or directors of the Company or any subsidiary of the Company and which do not, in the aggregate, materially increase the compensation or benefit expense of the Company Subsidiaries shall use or any subsidiary of the Company or any Company Equity Affiliate and (B) other than the regular annual salary increase granted in the ordinary course of business and consistent with past practice to officers of the Company or its best efforts subsidiaries who are not directors or executive officers of the Company; (iii) establish, amend or modify any Company Plan or any other employee benefit plan, except in the ordinary course of business, consistent with past practice and to maintain the extent not material and except to the extent required by any applicable law or the existing terms of such Company Plan or by the provisions of this Agreement; (iv) pay, discharge or satisfy claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Filings, or incurred in the ordinary course of business and consistent with past practice; (v) cancel any debts or waive any claims or rights, except in the ordinary course of business and consistent with past practice; (vi) make any capital expenditures which individually or in the aggregate are in excess of the amount provided for capital expenditures in the most recent capital budget for the Company and its relationships with its supplierssubsidiaries approved by the Company Board prior to December 31, customers and employees and maintain 1997 (the goodwill "1998 capital budget"); (vii) accelerate the payment of, or otherwise prepay, any existing outstanding indebtedness for borrowed money; (viii) other than the normal cash management practices of the Company and each Company Subsidiary;its subsidiaries conducted in the ordinary and usual course of their business and consistent with past practice, make any advance or loan to or engage in any transaction with any director, officer, partner or affiliate not required by the terms of an existing Contract; or (ix) enter into or assume any contract, agreement, obligation, commitment or arrangement with respect to any of the foregoing; and (b5) neither not incur (which shall not be deemed to include entering into credit agreements, lines of credit or similar arrangements until borrowings are made under such arrangements) any material amount of indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company nor or any Company Subsidiary shall: of its subsidiaries or guarantee any debt securities of others other than in the ordinary course of business consistent with past practice; provided, however, that the foregoing shall not prohibit (i) except as contemplated hereby, amend its Certificate any guarantees in effect on the date of Incorporation this Agreement that are referred to in the Company SEC Filings or By-Laws (in Schedule 6.4(e) or similar organizational documents)that are required to be given under existing agreements referred to in the Company SEC Filings, (ii) issue, sell, pledge the incurrence or dispose guarantee of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in indebtedness set forth on Schedule 3.5 hereto6.4(e), (iii) splitany renewal, combine extension, amendment or reclassify any outstanding shares refinancing of its capital stock, existing indebtedness (provided there is no increase in the interest rate or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the principal amount of such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), indebtedness) and (iv) redeem, purchase, acquire or offer to acquire the incurrence of any shares ofnew indebtedness, or securities convertible into the amendment or exchangeable for, or any options, warrants or rights refinancing of any kind to acquire any shares ofexisting indebtedness (whether or not permitted by the preceding clause (iii), its capital stock or any optionsif such indebtedness would be prepayable in full at the Effective Time without material restrictions (other than customary prepayment penalties and premiums that, warrants or rights in the case of any kind to acquire any shares of its capital stock or (v) amend or waive any of its rights underrefinancing, or accelerate are no greater than those contained in the vesting under, any provision of any of the Company Stock Plans, any provisionindebtedness being refinanced).

Conduct of the Company’s Business. The Company covenants and agrees that from the date of this Agreement that, prior to the time that the Parent Designees constitute a majority of the members of the Company BoardEffective Time, unless Parent shall otherwise consent in advance in writing or to the extent described in Schedule 5.1 hereto or as otherwise expressly contemplated by this Agreement: (a) the business of the Company and each Company Subsidiary shall be conducted only in, and the Company and each Company Subsidiary shall not take any action except in, the ordinary course of business and consistent with past practice and each of the Company and the Company Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its relationships with assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its suppliersbooks of account and records in the usual, customers regular and employees ordinary manner and maintain the preserve its goodwill of the Company and each Company Subsidiaryongoing business; (b) neither the Company nor shall not directly or indirectly do any Company Subsidiary shallof the following: (i) sell, pledge, dispose of or encumber any property or assets (including Intellectual Property Rights) of the Company, except as contemplated hereby, inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate Articles of Incorporation or By-Laws (or similar organizational documents), (ii) issue, sell, pledge or dispose of any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or any stock appreciation rights, performance shares or phantom stock based upon the value of any capital stock or designate any class or series of preferred stock, provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Options listed in Schedule 3.5 hereto, laws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid to the Company or to any wholly owned subsidiary), shares; (iv) redeem, purchase, acquire or offer to acquire any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this subsection (b); (c) the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible into or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets, or modify the terms or any outstanding options, warrants or rights to acquire the Company's capital stock, (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly owned subsidiary) or any material amount of assets, (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities, (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any kind to acquire any shares of its capital stock such contract, lease, agreement or commitment, (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or waive claims, (vi) discharge or satisfy any material Claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or, if the Company may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator, (vii) make any loans, advances or capital contributions to or investments in, any other person, (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of the Company, (ix) violate or fail to perform, in any material respect, any obligation imposed upon the Company by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements, or (x) to the extent not described herein, take any action described in Section 3.1(h) hereof, (d) the Company shall not grant any increase in the salary or other compensation of its rights underdirectors, officers or employees, or accelerate the vesting under, grant any provision bonus to any employee or enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any employee of the Company; (e) the Company shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company Stock Plans, any provisionor to increase the benefits payable under its severance or termination pay practices;