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

Conduct of the Company’s Business. During the period commencing on the date hereof and continuing until the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing) that: (a) The Company and each Company Subsidiary 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 all reasonable efforts to 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 goodwill and ongoing business shall not be materially impaired at the Effective Time. (b) 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) relating to a merger or other business combination involving the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets of the Company or 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 person 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. During The Company covenants that during the period commencing on from the date hereof of this Agreement and continuing until the earlier of the Effective Time, Time and the Company agrees (except as expressly contemplated by termination of this Agreement or pursuant to its terms, except to the extent that required by Law or as provided in Section 6.1 of the Company Disclosure Schedule, and except as otherwise expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing) that: (a) The the business of the Company and each the Company Subsidiary will carry on its business Subsidiaries shall be conducted only in, and only inthe Company and the Company Subsidiaries shall not take any action, except in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent of business consistent with such business, past practice and the Company shall use all reasonable best efforts to preserve intact its present business organizations, goodwill and relationships with third parties and to keep available the services of its present officers and employees and preserve its their relationships with customers, consultantssupplies, suppliers and others having business dealings with it to the end that its goodwill Company and ongoing business shall not be materially impaired at the Effective Time.each Company Subsidiary; (b) The Company will not declare any dividends on or make distributions in respect of the Company Common Stock. Neither the Company nor shall not, and shall not cause or permit any Company Subsidiary will to, do any of the following: (i) sell, pledge, lease, dispose of or encumber any property or assets, except in 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 Articles articles of Incorporationorganization or bylaws (or comparable organizational documents); (iii) except for declaration and payment of the Company's regular quarterly dividends, as amendedwhich 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 By-laws declare, set aside or similar governing documents.pay any <PAGE> 27 (civ) Neither the Company nor redeem, purchase, acquire or offer to acquire any Company Subsidiary will shares of its capital stock; (v) issue, authorize sell or propose the issuance agree to issue or sell any additional shares of, or purchase securities convertible or propose the purchase exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, any shares of the its capital stock of any class or other property or assets whether pursuant to the Company Plans or any otherwise; provided, however, that the Company Subsidiary or securities convertible into, or rights, warrants or options (including employee stock options) to acquire, any such may issue shares or other convertible securities (other than the issuance of Company Common Stock (A) upon the exercise in accordance with the present terms thereof, of stock options 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 Plans as in effect on the date of this Agreement).; (dvi) Neither the Company, nor acquire any Company Subsidiary, officer, director material assets (including securities) or employee of (merge or consolidate with 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, person or engage in any discussions 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 negotiations withassume any indebtedness for borrowed money or guarantee any such indebtedness, guarantee any debt of others, enter into any "keep-well" or provide information to, other agreement to maintain any corporation, partnership, financial statement condition of another person or other entity 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 group which it is reasonably expected may lead issue any debt securities; (viii) make any loans, advances or capital contributions to, or which relates toinvestments in, 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)other person, "Takeover Transaction" shall mean any proposal or transaction: (i) relating other than to a merger or other business combination involving the Company or any a wholly-owned Company Subsidiary; ; (ix) make or (ii) for the acquisition of a substantial equity interest in the Company rescind any Tax election or settle or compromise any Company Subsidiary or a substantial portion of the assets 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 waivers 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 one contemplated by this Agreement; providedpayment, howeverdischarge, that nothing contained settlement or satisfaction, in this Section 6.1(dthe ordinary course of business or in accordance with their terms, of claims, liabilities or obligations recognized or disclosed in the most recent financial statements (or the notes thereto) shall prohibit the Board of Directors of the Company from: (x) furnishing information to, included in the SEC Reports or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal incurred since the date of such financial statements in writing to engage in a Takeover Transaction which the Company Board in good faith determines represents a financially superior transaction for the stockholders ordinary course of the Company as compared to the Merger if, and only to the extent that: business; (A) the Company Board determines after consultation with Greenbergmodify, Traurig, Hoffman, Lipoff, Xxxxx & Quentel, P.A. amend 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 lawterminate any Material Contract, (B) prior to waive, release or concurrently with furnishing such information toassign any material rights or claims, 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) waive in any material respect the Company keeps Parent informed of the status (excludingbenefits of, 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.agree <PAGE> 28

Conduct of the Company’s Business. During The Company covenants that during the period commencing on from the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time, Time and (ii) the Company agrees (except as expressly contemplated by termination of this Agreement or pursuant to the extent that its terms, unless Parent shall otherwise consent in writing) thatwriting (such consent not to be unreasonably withheld, delayed or conditioned), and except to the extent required by Law, the rules and regulations of the Nasdaq Stock Market or other regulatory organization applicable to the Company or Section 6.1 of the Company Disclosure Schedule, and except as otherwise expressly required or permitted by this Agreement: (a) The the business of the Company and each the Company Subsidiary will carry on its business Subsidiaries shall be conducted only in, and only inthe Company and the Company Subsidiaries shall not take any action, except in the usual, regular and ordinary course in substantially of business and the same manner as heretofore conducted and, to the extent consistent with such business, Company shall use all reasonable best efforts to preserve intact its present business organizations, organization and goodwill and keep available the services of its present officers and key employees and preserve to maintain its relationships with customers, consultantssuppliers, suppliers licensors, licensees, distributors and others having business dealings with it them to the end that its goodwill and ongoing business shall not be materially impaired in any material respect at the Effective Time.; (b) The the Company will shall not, and shall not declare cause or permit any Company Subsidiary to, do any of the following: (i) sell, pledge, license, lease, leaseback, dispose of or encumber or subject to a Lien any property or assets (including any ownership interests, voting securities or other rights, instruments or securities in any Company Subsidiary), except for (x) dispositions of inventory and immaterial assets and (y) encumbrances and pledges, in each case, in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its articles of organization or bylaws (or comparable organizational documents); (iii) except for declaration and payment of the Company’s regular quarterly dividends with normal record and payment dates consistent with past practice, which shall not exceed $0.10 in cash per share of outstanding Company Common Stock, 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 Voting Company Debt, Company Capital Stock or any equity interests of the Company Common Stock. Neither the Company nor any Company Subsidiary will amend (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 Articles Voting Company Debt, Company Capital Stock or any equity interests of Incorporation, as amended, any Company Subsidiaries; or By-laws or similar governing documents.(v) enter into any Contract with respect to any of the matters listed in clauses (i) through (iv) above; (c) Neither the Company nor shall not, and shall not cause or permit any Company Subsidiary will to, (i) issue, authorize sell, pledge or propose the issuance dispose of, or purchase agree to issue, sell, pledge or propose the purchase otherwise encumber or subject to a Lien, 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 of any class or Company Voting Debt or any “phantom” stock, “phantom” stock rights, stock appreciation rights or other stock-based compensation awards or other property or assets whether pursuant to the Company Plans or otherwise; provided, however, that the Company may issue shares of Company Common Stock (a) upon exercise of 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) upon exercise of rights under the ESPP outstanding as of the date of this Agreement; (ii) directly or indirectly acquire or agree to 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 Company Subsidiary); (iii) directly or indirectly acquire any asset or assets that, individually, has a purchase price in excess of $2.5 million or, in the aggregate, have a purchase price in excess of $25 million, except for new capital stock expenditures, which shall be subject to the limitations of clause (iv) below, and except for purchases of components, raw materials or supplies in the ordinary course of business consistent with past practice; (iv) make any new capital expenditure or expenditures which, individually, is in excess of $7.5 million or, in the aggregate, are in excess of $50 million; (v) except for borrowings in the ordinary course of business under credit facilities in existence on the date of this Agreement (including all future renewals and extensions thereof), incur, create or assume any indebtedness for borrowed money or guarantee any such indebtedness of another person, enter into any “keep well” or other Contract to maintain the financial condition of another person or enter into any arrangement having the economic effect of any of the foregoing (except for guarantees by the Company of any obligations of a Company Subsidiary and except for guarantees by a Company Subsidiary of any obligations of the Company or another Company Subsidiary); (vi) make any loans, advances or capital contributions to, or investments in, any other Person other than (a) loans or advances to customers in the form of trade credit or deferred purchase price arrangements in the ordinary course of business, (b) by the Company or any Company Subsidiary to or in the Company or any Company Subsidiary, (c) advances to employees (other than officers of the Company) in the ordinary course of business, not to exceed $20,000 in each individual case and $1 million in the aggregate, or (d) by the Company or a wholly owned Company Subsidiary to the Company or a wholly owned Company Subsidiary; (vii) enter into, modify or renew any material lease (including any Lease), Contract, agreement or commitment to extent listed as a Contract, lease, agreement or commitment of a nature that would be required under the Exchange Act to be filed as an exhibit to the Company’s Annual Report on Form 10-K (such Contracts, “10-K Contracts”); (viii) terminate, amend, modify, assign, waive, release or relinquish any material contract rights or any other material rights or claims or cancel any indebtedness in each case with respect to any 10-K Contract; (ix) (A) waive any benefits of, or agree to modify in any respect, or, subject to the terms hereof, fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar Contract to which the Company or any of Company Subsidiary is a party or (B) waive any material benefits of, or agree to modify in any material respect, or, subject to the terms hereof, fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar Contract to which the Company or any of Company Subsidiary is a party; (x) enter into, modify, amend or terminate any Contract or waive, release or assign any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would reasonably be expected to (a) adversely affect in any material respect the Company and Company Subsidiary taken as a whole, (b) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (c) prevent or materially delay the consummation of the transactions contemplated by this Agreement; (xi) settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company (for purposes of this clause (xi), material shall mean any claim, action, suit or proceeding with a value of at least $2 million); (xii) change its accounting principles, practices or methods, except as may be required by the SEC, applicable Law or GAAP; (xiii) enter into any material Contract to the extent consummation of the transactions contemplated by this Agreement or compliance by the Company with the provisions of this Agreement would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any Company Subsidiary or securities convertible intounder, or require Parent to license or transfer any of its IP Rights or other material assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Contract; (xiv) enter into any material Contract containing any restriction on the ability of the Company or any of its affiliates to assign its rights, warrants interests or options obligations thereunder, unless such restriction excludes or otherwise would not apply to any assignment to Parent or any of its affiliates deemed to occur upon consummation of the Merger; (including employee stock optionsxv) sell or transfer to acquireany person or otherwise dispose of or allow to lapse any material registered Company IP (except to the extent such activity occurs in the ordinary course of business as part of the ordinary course of the sale of any products or services); (xvi) terminate, cancel, amend or modify any material insurance policy maintained by the Company or any Company Subsidiary which is not promptly replaced by a comparable amount of insurance coverage (except for scheduled expirations of such shares policies); (xvii) other than in connection with a termination of this Agreement pursuant to Section 6.6(d), redeem the Company Rights or other convertible securities amend, modify or terminate the Company Rights Agreement, or render it inapplicable to (or otherwise exempt from the application of the Company Rights Agreement) any Person or action (other than the issuance of Company Common Stock upon the exercise Parent and Subsidiary in accordance connection with the present terms thereofdelivery and performance of this Agreement); or (xviii) agree, in writing or otherwise, to take any of stock options outstanding the actions listed in clauses (i) through (xvii) above; and (d) except as required to ensure that any Company Plan or Company Benefit Agreement is then in compliance with applicable Law or to comply with any Company Plan or Company Benefit Agreement entered into prior to the date of this Agreement (to the extent complete and accurate copies of which have been heretofore delivered to Parent), (i) adopt, enter into, terminate or amend any collective bargaining agreement, Company Plan or Company Benefit Agreement, (ii) increase in any manner the compensation, bonus or fringe or other benefits of, or pay any bonus of any kind or amount whatsoever to, any current or former director, officer, employee or consultant other than increases to cash compensation or cash bonuses to employees and consultants who are not executives or directors, which are made in the ordinary course of business, consistent with past practice, (iii) pay any benefit or amount not required under any Company Plan or Company Benefit Agreement or any other benefit plan or arrangement of the Company or any Company Subsidiary as in effect 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) relating to a merger or other business combination involving the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets of the Company or any Company Subsidiary, other than payment of cash compensation in the one contemplated by this Agreement; providedordinary course of business, howeverconsistent with past practice, that nothing contained (iv) grant or pay any severance, change of control, retention or termination pay or benefits or increase in this Section 6.1(dany manner the severance, change of control, retention or termination pay or benefits of any Participant, (v) shall prohibit the Board of Directors of the Company from: (x) furnishing information togrant any awards under any bonus, or entering into discussions or negotiations withincentive, any person 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. performance or other outside counsel compensation plan or arrangement, Company Plan or Company Benefit Agreement (including the grant of national reputation for its expertise in corporate and securities law matters as the Company shall select ("Company Counsel")Options, that failure to take such action would be inconsistent with the compliance by the Company Board with its fiduciary duties to stockholders imposed by lawRestricted Stock Units, “phantom” stock, stock appreciation rights, “phantom” stock rights, stock-based or stock-related awards, performance units or restricted stock, (Bvi) prior amend or modify any Option or Restricted Stock Unit, (vii) take any action to fund or concurrently with furnishing such information toin any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or entering into discussions arrangement or negotiations withCompany Plan or Company Benefit Agreement, such a person (viii) take any action to accelerate the vesting or entity the Company provides written notice to Parent that it is so doing; and (C) the Company keeps Parent informed time of the status (excluding, however, the identity of such person or entity and the terms payment of any proposalcompensation or benefit under any Company Plan or Company Benefit Agreement or (ix) of materially change any actuarial or other assumption used to calculate funding obligations with respect to any Pension Plan or change the manner in which contributions to any Pension Plan are made or the basis on which 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 transactioncontributions are determined.

Conduct of the Company’s Business. During the period commencing on From the date hereof and continuing until through the earlier to occur of the Effective TimeTime and the termination of this Agreement pursuant to and in accordance with Section 10.1, except as contemplated by this Agreement, as consented to by Parent in writing (which consent will not be unreasonably withheld, delayed or denied), as disclosed on the Company Disclosure Schedule or as set forth on Schedule 6.1, the Company agrees (except as expressly contemplated by this Agreement or to shall, and shall cause the extent that Parent shall otherwise consent in writing) that: (a) The Company and each Company Subsidiary will carry on Subsidiaries to, operate its business in, and only in, in the usual, regular and ordinary course and substantially in substantially the same manner as heretofore conducted and, to the extent consistent accordance with such businesspast practice, use all reasonable efforts to preserve intact its present their respective current business organizations, keep available the services of its present their respective current officers and employees, and maintain relationships and goodwill with all suppliers, customers, landlords, creditors, employees and preserve its other Persons that have business relationships with customersthe Company and the Company Subsidiaries, consultantsand will use its reasonable efforts not to take any action inconsistent with this Agreement. Without limiting the generality of the foregoing, suppliers and others having business dealings with it unless consented to the end that its goodwill and ongoing business by Parent in writing (which consent shall not be materially impaired at unreasonably withheld or delayed), the Effective Time.Company shall not, and the Company shall cause the Company Subsidiaries not to, except as specifically contemplated by this Agreement or as set forth on Schedule 6.1: (ba) The Company will not declare any dividends on change or make distributions in respect amend the certificate of the Company Common Stock. Neither the Company nor any Company Subsidiary will amend its Articles of Incorporationincorporation, 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 bylaws 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) relating to a merger or other business combination involving the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets organizational documents of the Company or any Company Subsidiary, except as otherwise required by Law; (b) other than in the one contemplated ordinary course of business and consistent with past practices, (A) enter into, or permit any of the assets owned or used by this Agreement; providedit to become bound by, howeverany Contract that is or would constitute a Listed Contract, or (B) amend or prematurely terminate, or waive any material right or remedy under, any such Contract; (c) enter into any Contract that nothing contained is or would constitute an Affiliate Agreement or make any payment to any Related Party, other than pursuant to existing employment agreements or Company Benefit Plans; (d) sell, assign, transfer, convey, lease or otherwise dispose of any material assets or properties, except in this Section 6.1(dthe ordinary course of business consistent with past practice; (e) shall prohibit (i) take any action with respect to the Board grant of Directors any severance or termination pay (other than pursuant to policies or agreements of the Company from: or any Company Subsidiary in effect on the date hereof), except as otherwise required by Law; (xii) furnishing information make any change in the key management structure of the Company or any Company Subsidiary, including, without limitation, the hiring of additional officers or the termination of existing officers; (iii) other than in the ordinary course of business consistent with past practice, pay any bonus or make any profit sharing payment, cash incentive payment or similar payment to, or entering increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (iv) adopt, enter into discussions or negotiations amend in any material respect any Company Benefit Plans; (f) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any person material assets or entity business of any corporation, partnership, association or other business organization or division thereof; (g) other than in the ordinary course of business and consistent with past practices, (i) lend money to any Person, (ii) incur or guarantee any indebtedness for borrowed money (except that makes an unsolicited bona fide proposal the Company may make routine borrowings in writing the ordinary course of business consistent with past practices under the Company’s existing lines of credit), or (iii) other than in the ordinary course of business and consistent with past practices, grant or suffer the imposition of any Encumbrance on any asset of the Company or any Company Subsidiary; (h) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except that the Company may repurchase Company Common Stock from former employees pursuant to engage the terms of existing restricted stock purchase agreements and may repurchase capital stock pursuant to the Repurchase); (i) sell, issue, grant, or authorize the sale, issuance or grant of, (i) any capital stock or other security, except with respect to shares of Company Common Stock issuable upon the exercise of outstanding Company Options or Company Warrants, (ii) any option, call, warrant or right to acquire any capital stock or other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (j) take any action that would result in a Takeover Transaction voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any Company Subsidiary; (k) commence or settle any Action in which the Company Board or any Company Subsidiary seeks to recover in good faith determines represents excess of $100,000; (l) settle any Action which may require 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 payment by the Company Board with its fiduciary duties to stockholders imposed by law, or any Company Subsidiary in excess of $100,000; (Bm) prior to make any material Tax election or concurrently with furnishing such information tosettle or compromise any material Tax Liability or refund; (n) enter into any agreement, or entering into discussions otherwise become obligated, to do any action prohibited hereunder; or (o) knowingly take any action (or negotiations with, such knowingly fail to take any action) which action or failure to act would cause the Merger not to qualify as 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 transactionReorganization.

Conduct of the Company’s Business. During the period commencing on from the date hereof and continuing of this Agreement until the Effective Timeearlier of the 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 Disclosure Letter, or (iv) as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees shall, and shall cause the Company’s Subsidiaries to, (except as expressly contemplated by this Agreement or 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 that Parent present relationships with employees, customers, suppliers, subcontractors, and vendors and, (z) subject to clauses (i) through (iv) above, the Company shall otherwise consent in writing) thatnot, and shall cause each of the Company’s Subsidiaries not to: (a) The Company and each Company Subsidiary will carry on authorize or effect any amendment to or change its business in, and only in, the usual, regular and ordinary course Organizational Documents in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts to 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 goodwill and ongoing business shall not be materially impaired at the Effective Time.any material respect; (b) The Company will not declare issue or authorize issuance of 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 Equity Interests (other than the issuance of Company Common Stock upon the exercise in accordance with of the present terms thereof, of stock options 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 other than as required pursuant to Company Contracts in effect as of 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 transaction or negotiations witha related series of transactions or acquisitions, acquire by merger, consolidation, combination or provide information toacquisition of stock or assets, any corporation, partnership, person limited liability company, joint venture or other entity business organization or group division thereof or interest therein; (e) make any capital expenditure or expenditures, which it is reasonably expected may lead toindividually exceed $25,000 or in the aggregate exceed $500,000; (f) cancel, compromise or settle any Action, or which relates toaffirmatively waive or release any rights or claims, of any Takeover Transaction Acquired Company (as hereinafter defined). The Company will promptly advise Parent orally and other than in writing respect of the receipt collection of receivables as conducted in the ordinary course of business and content 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 such inquiries incorporation or proposals. As used in this subsection formation of the relevant Acquired Company; (d)h) adopt or change any material Tax accounting period or method of Tax accounting, "Takeover Transaction" shall mean file any proposal amended Tax Return, make, change or transaction: 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) relating 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 business combination involving the service provider of any Acquired Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest hire any new employees, unless (A) such hiring is in the ordinary course of business consistent with past practice and (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 predecessor of such new employee or any current employee in a comparable position, (iii) make any loan to any employee or other service provider, or (iv) terminate the service of any executive officer or other employee that has signed an employee agreement with any Acquired Company or Parent or any of its Affiliates (other than for cause); (n) enter into or adopt any new, or materially increase benefits under or renew, establish, adopt, terminate or amend any Company Subsidiary Plan (other than amendments required by Law or a substantial portion required to maintain the tax-qualified status of the assets of the Company or any Company SubsidiaryPlan under Code Section 401(a)) or take any action to accelerate the payment, other than the one funding, right to payment or vesting of any compensation or benefits except as otherwise contemplated by this Agreement; provided; (o) enter into any collective bargaining or similar agreement with any labor organization, howeverworks council or other employee representative; (p) other than in the ordinary course of business, amend, modify, extend, renew or 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 nothing contained in this Section 6.1(dcould implicate the WARN Act; (r) shall prohibit transfer the Board employment or service of Directors 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 from: (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 past practice (provided that the foregoing exception shall not permit (x) furnishing information entering into a Contract that would constitute a Company Contract under any of Sections 3.14(a)(v) through (viii) (except that this clause (x) shall not apply to Customer Contracts with “no hire” provisions entered into in the ordinary course of business), (xii) or (xv) if in effect as of the date hereof); (y) entering into, amending or modifying any Contract which contains a change of control or similar provision that would require a payment to, or otherwise require consent from, the other party or parties thereto in connection with the Merger or other transactions contemplated hereby or (z) entering into discussions any Contract or negotiations with, amendment or modification to any person or entity that makes an unsolicited bona fide proposal Contract as expressly prohibited in writing to engage in a Takeover Transaction which the Company Board in good faith determines represents a financially superior transaction for the stockholders Section 7.1(t) of the Company as compared to the Merger if, and only to the extent that: Disclosure Letter); or (Au) the Company Board determines after consultation with Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel, P.A. agree 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 otherwise commit to take such action would be inconsistent with any of the compliance actions prohibited by the Company Board with its fiduciary duties to stockholders imposed by law, (Bforegoing Section 7.1(a) 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 (Cthrough Section 7.1(t) 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 transactionabove.

Conduct of the Company’s Business. During Pending the Effective Time. The Company shall, and shall cause each of its subsidiaries to, except as permitted, required or 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 continuing until ending at the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing) that: (a1) The Company and each Company Subsidiary will carry on conduct its business only in, and only not take any action except in, the usual, regular ordinary and ordinary usual course in substantially the same manner as heretofore conducted and, to the extent of its business and consistent with such businesspast practices; (2) use reasonable efforts, use all reasonable efforts in the ordinary and usual course of business and consistent with past practices, to preserve intact its present current business organizations, to preserve its Licenses in full force and effect, to keep available the services of its present officers and employees key employees, and to preserve its the good will of those having business relationships with customers, consultants, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired at the Effective Time.it; (b3) The Company will not declare (i) make any dividends on change or make distributions amendments in respect 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 the Company Common Stock. Neither the Company nor its capital stock or any Company Subsidiary will amend its Articles of Incorporationsecurities or rights convertible into, as amendedexchangeable for, or By-laws evidencing the right to subscribe for any shares of its capital stock or similar governing documents. (c) Neither the Company nor any Company Subsidiary will issue, authorize other equity or propose the issuance ofvoting interests, or any rights, options, warrants, calls, commitments or other agreements of any character to purchase or propose 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 purchase ofright to subscribe for, any shares of the 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 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 or any subsidiary of the Company or any Company Subsidiary 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 securities convertible intoits 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 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, warrants except in the ordinary course of business and consistent with past practice; (vi) make any capital expenditures which individually or options in the aggregate are in excess of the amount provided for capital expenditures in the most recent capital budget for the Company and its subsidiaries approved by the Company Board prior to December 31, 1997 (including employee stock optionsthe "1998 capital budget"); (vii) to acquireaccelerate the payment of, or otherwise prepay, any such shares or other convertible securities existing outstanding indebtedness for borrowed money; (viii) other than the issuance normal cash management practices 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 and its subsidiaries conducted in the ordinary and usual course of their business and consistent with past practice, make any advance or any Company Subsidiary shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals by, loan to or engage in any discussions transaction with any director, officer, partner 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 affiliate not required by the terms 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) relating to a merger or other business combination involving the Company or any Company Subsidiaryan existing Contract; or (iiix) for the acquisition of a substantial equity interest in the Company enter into or assume any Company Subsidiary contract, agreement, obligation, commitment or a substantial portion arrangement with respect to any of the assets foregoing; and (5) 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 or any Company Subsidiary, of its subsidiaries or guarantee any debt securities of others other than in the one contemplated by this Agreementordinary course of business consistent with past practice; provided, however, that nothing the foregoing shall not prohibit (i) any guarantees in effect on the date of this Agreement that are referred to in the Company SEC Filings or in Schedule 6.4(e) or that are required to be given under existing agreements referred to in the Company SEC Filings, (ii) the incurrence or guarantee of the indebtedness set forth on Schedule 6.4(e), (iii) any renewal, extension, amendment or refinancing of existing indebtedness (provided there is no increase in the interest rate or the principal amount of such indebtedness) and (iv) the incurrence of any new indebtedness, or the amendment or refinancing of any existing indebtedness (whether or not permitted by the preceding clause (iii), if such indebtedness would be prepayable in full at the Effective Time without material restrictions (other than customary prepayment penalties and premiums that, in the case of any refinancing, are no greater than those 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 person 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"indebtedness being refinanced), 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. During The Company covenants and agrees that, between the period commencing date hereof and the Effective Date, except as expressly required or permitted by this Agreement or unless Parent shall otherwise agree in writing in advance, the Company shall conduct and shall cause the businesses of each of its Subsidiaries to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance with applicable Laws. The Company shall use its best efforts to preserve intact the business organization and assets of the Company and each of its Subsidiaries, and to operate, and cause each of its Subsidiaries, and unless reasonably requested otherwise by Parent, shall operate, according to plans and budgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its Subsidiaries, to maintain in effect Material Agreements and to preserve the present relationships of the Company and each of its Subsidiaries with advertisers, sponsors, customers, licensors, licensees, suppliers and other persons with which the Company or any of its Subsidiaries has business relations. By way of amplification and not limitation, neither the Company nor any of its Subsidiaries shall, between -35- the date hereof and the Effective Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent: (a) amend or otherwise change the Articles of Incorporation or By-laws of the Company or equivalent organizational document of any of its Subsidiaries, reduce the stated capital of the Company, or alter through amalgamation, plan of arrangement, merger, consolidation, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company or any of its Subsidiaries; (b) issue, grant, sell, transfer, deliver, pledge, promise, dispose of or encumber, or alter or modify the terms of rights or obligations under, any shares of capital stock of any class, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of capital stock or any other ownership interest or Stock-Based Rights of the Company or any of its Subsidiaries (except for the issuance of Common Shares issuable pursuant to Options or Warrants outstanding on the date hereof and continuing until in accordance with the Effective Time, the Company agrees (except terms thereof in effect as expressly contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing) that: (a) The Company and each Company Subsidiary 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 all reasonable efforts to 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 goodwill and ongoing business shall not be materially impaired at the Effective Time. (b) 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 Incorporationdate hereof); adopt, as amendedratify or effectuate a shareholders' rights plan or agreement; or redeem, 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 ofotherwise acquire, directly or indirectly, any shares of the capital stock of the Company or any Company Subsidiary interest in or securities convertible intoof any Subsidiary; (c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock (except that a wholly owned Subsidiary of the Company may declare and pay a dividend to its parent); split, combine or reclassify any of its capital stock, or rightsissue or authorize the issuance of any other securities in respect of, warrants in lieu of or options (including employee stock options) in substitution for, shares of its capital stock; or amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any such shares of its securities or other convertible any securities (other than of its Subsidiaries; or propose to do any of 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).foregoing; (d) Neither the Companysell, nor any Company Subsidiarytransfer, officerdeliver, director lease, license, sublicense, mortgage, pledge, encumber or employee otherwise dispose of (in whole 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 byin part), or engage in create, incur, assume or cause to be subjected to any discussions or negotiations with, or provide information toLien on, 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) relating to a merger or other business combination involving the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets of the Company or any Company Subsidiaryof its Subsidiaries (including any Intellectual Property), except for (i) the sale of goods or licenses of Intellectual Property involving annual revenue, payments or liabilities of less than $100,000 or having a term of less than 60 days, (ii) dispositions of other than immaterial assets, in either case, in the one contemplated by this Agreement; providedordinary course of business and in a manner consistent with past practice, however, that nothing contained and (iii) as disclosed in this Section 6.1(d) shall prohibit the Board of Directors of the Company from: Disclosure Schedule; provided that any licensing of, or any creation, incurrence, assumption or subjection of any Lien on, any Intellectual Property shall not be permitted by clauses (xi) furnishing information or (ii); (e) acquire (by amalgamation, plan of arrangement, merger, consolidation, acquisition of stock or assets or otherwise) or organize any corporation, limited liability company, unlimited liability company, partnership, joint venture, trust or other entity or person or any business organization or division thereof; incur or modify any indebtedness for borrowed money or issue any debt securities or any warrants or rights to acquire any debt security or assume, guarantee or endorse or otherwise become responsible for, the obligations of any person, or make any loans, advances or enter into any similar financial commitments; (f) make any capital expenditures which are, in the aggregate, in excess of $100,000 for the Company and its Subsidiaries taken as a whole; (g) hire or terminate any employee or consultant, except in the ordinary course of business consistent with past practice; except as disclosed in Section 6.1(g) of the Company Disclosure Schedule, modify the compensation or fringe benefits (including, without limitation, bonus) payable or to become payable to its officers or employees, or loan or advance any money or other asset or property to, or entering grant any bonus, severance or termination pay to, or enter into discussions or negotiations amend any employment or severance agreement with, any person director, officer 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 other employee or consultant of the Company or any of its Subsidiaries, or establish, adopt, enter into, terminate or amend any Employee Plan or any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, stock purchase, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers, employees or consultants; (h) change any accounting policies or procedures (including procedures with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable) unless required by a change in applicable Law or GAAP used by it; (i) other than as compared disclosed in Section 6.1(i) of the Company Disclosure Schedule, (A) enter into any agreement that would be a Material Agreement; (B) modify, amend in any material respect, transfer or terminate any Material Agreement or waive, release or assign any rights or claims thereto or thereunder; (C) enter into or extend any lease with respect to Real Property with any third party; (D) modify, amend or transfer in any way or terminate any License Agreement, standstill or confidentiality agreement with any third party, or waive, release or assign any rights or claims thereto or thereunder; or (E) enter into, modify or amend any contract to provide exclusive rights or obligations; (j) make any material Tax election or change any material election relating to Taxes already made other than an election in the Merger ifordinary course of business consistent with the past practices of the Company or settle or compromise any federal, and only state, provincial, local or foreign income Tax liability or agree to an extension of a statute of limitations; (k) pay, discharge, satisfy or settle any Litigation or waive, assign or release any material rights or claims except, in the extent thatcase of Litigation, any Litigation which settlement would not: (A) impose any injunctive or similar Order on the Company Board determines after consultation with Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel, P.A. or other outside counsel any of national reputation for its expertise Subsidiaries or restrict in corporate and securities law matters as any way the business of the Company shall select ("Company Counsel"), that failure to take such action would be inconsistent with the compliance by the Company Board with or any of its fiduciary duties to stockholders imposed by law, Subsidiaries or (B) prior exceed $50,000 in cost, liability or value to the Company or concurrently any of its Subsidiaries. The Company and its Subsidiaries shall not pay, discharge or satisfy any liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except in the ordinary course of business consistent with furnishing such information topast practice in an amount or value not exceeding $100,000 in the aggregate; (l) engage in, enter into or modify or amend any contract, agreement, or entering into discussions other commitment (including any indebtedness) or negotiations other transaction with, such a person directly or entity indirectly, any of the directors, officers, shareholders or Affiliates of the Company provides written notice or any of its Subsidiaries, or any of their respective Affiliates or family members; (m) fail to Parent that it is so doing; maintain in full force and effect all self-insurance and insurance, as the case may be, currently in effect; (Cn) commence any proceeding for any voluntary liquidation, dissolution, or winding up of the Company keeps Parent informed or any of its material Subsidiaries, including but not limited to initiating any bankruptcy proceedings on its or any of its Subsidiary's behalf; (o) take any action which would result in the Company or any of its Subsidiaries becoming liable for Tax under Part VI.1 of the status Tax Act; (excludingp) take any action that accelerates the utilization of any net operating losses of the Company or its Subsidiaries; or (q) authorize, howeverrecommend, propose or announce an intention to do any of the identity foregoing, or agree or enter into or amend any contract, agreement or commitment to do any of such person the foregoing or entity and any other action that would or could reasonably be expected to result in any conditions to the Arrangement set forth in Article 5 not being satisfied or that would materially impair the ability of the Company, Parent or the Acquiror to consummate the Arrangement in accordance with the terms of any proposal) of any hereof or materially delay 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 transactionconsummation.

Conduct of the Company’s Business. During the period commencing on from the date hereof and continuing of this Agreement until the Effective Timeearlier of the 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 Disclosure Letter, or (iv) as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees shall, and shall cause the Company’s Subsidiaries to, (except as expressly contemplated by this Agreement or 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 that Parent present relationships with employees, customers, suppliers, subcontractors, and vendors and, (z) subject to clauses (i) through (iv) above, the Company shall otherwise consent in writing) thatnot, and shall cause each of the Company’s Subsidiaries not to: (a) The Company and each Company Subsidiary will carry on authorize or effect any amendment to or change its business in, and only in, the usual, regular and ordinary course Organizational Documents in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts to 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 goodwill and ongoing business shall not be materially impaired at the Effective Time.any material respect; (b) The Company will not declare issue or authorize issuance of 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 Equity Interests (other than the issuance of Company Common Stock upon the exercise in accordance with of the present terms thereof, of stock options 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 other than as required pursuant to Company Contracts in effect as of 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 transaction or negotiations witha related series of transactions or acquisitions, acquire by merger, consolidation, combination or provide information toacquisition of stock or assets, any corporation, partnership, person limited liability company, joint venture or other entity business organization or group division thereof or interest therein; (e) make any capital expenditure or expenditures, which it is reasonably expected may lead toindividually exceed $25,000 or in the aggregate exceed $500,000; (f) cancel, compromise or settle any Action, or which relates toaffirmatively waive or release any rights or claims, of any Takeover Transaction Acquired Company (as hereinafter defined). The Company will promptly advise Parent orally and other than in writing respect of the receipt collection of receivables as conducted in the ordinary course of business and content 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 such inquiries incorporation or proposals. As used in this subsection formation of the relevant Acquired Company; (d)h) adopt or change any material Tax accounting period or method of Tax accounting, "Takeover Transaction" shall mean file any proposal amended Tax Return, make, change or transaction: 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) relating 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 business combination involving the service provider of any Acquired Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest hire any new employees, unless (A) such hiring is in the ordinary course of business consistent with past practice and (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 predecessor of such new employee or any current employee in a comparable position, (iii) make any loan to any employee or other service provider, or (iv) terminate the service of any executive officer or other employee that has signed an employee agreement with any Acquired Company or Parent or any of its Affiliates (other than for cause); (n) enter into or adopt any new, or materially increase benefits under or renew, establish, adopt, terminate or amend any Company Subsidiary Plan (other than amendments required by Law or a substantial portion required to maintain the tax-qualified status of the assets of the Company or any Company SubsidiaryPlan under Code Section 401(a)) or take any action to accelerate the payment, other than the one funding, right to payment or vesting of any compensation or benefits except as otherwise contemplated by this Agreement; provided; (o) enter into any collective bargaining or similar agreement with any labor organization, howeverworks council or other employee representative; (p) other than in the ordinary course of business, amend, modify, extend, renew or 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 nothing contained in this Section 6.1(dcould implicate the WARN Act; (r) shall prohibit transfer the Board employment or service of Directors 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 from: (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 past practice (provided that the foregoing exception shall not permit (x) furnishing information entering into a Contract that would constitute a Company Contract under any of Sections 3.14(a)(v) through (viii) (except that this clause (x) shall not apply to Customer Contracts with “no hire” provisions entered into in the ordinary course of business), (xii) or (xv) if in effect as of the date hereof); (y) entering into, amending or modifying any Contract which contains a change of control or similar provision that would require a payment to, or otherwise require consent from, the other party or parties thereto in connection with the Merger or other transactions contemplated hereby or (z) entering into discussions any Contract or negotiations with, amendment or modification to any person or entity that makes an unsolicited bona fide proposal Contract as expressly prohibited in writing to engage in a Takeover Transaction which the Company Board in good faith determines represents a financially superior transaction for the stockholders Section 7.1(t) of the Company as compared to the Merger if, and only to the extent that: Disclosure Letter); or (Au) the Company Board determines after consultation with Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel, P.A. agree 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 otherwise commit to take such action would be inconsistent with any of the compliance actions prohibited by the Company Board with its fiduciary duties to stockholders imposed by law, (Bforegoing Section 7.1(a) 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 (Cthrough Section 7.1(t) 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 transactionabove.

Conduct of the Company’s Business. During the period commencing on the date hereof and continuing until the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing; such consent, in the case of clause (b) of this Article V not to be unreasonably withheld) that: (a) The Company and each Company Subsidiary 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 all its reasonable best efforts to preserve intact its present business organizationsorganiza- 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 to the end that its goodwill and ongoing business shall not be materially impaired at the Effective Timeit. (b) The Company will not, and will not permit any Company Subsidiary to, 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 will not permit any Company Subsidiary to, dispose of or encumber any of its properties and 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 Common StockShares. Neither the Company nor any Company Subsidiary will amend its Articles or Certificate of Incorporation, as amended, Incorporation or By-laws or similar governing documents. (ce) Neither the Company nor any Company Subsidiary will issue, authorize sell, authorize, grant or propose the sale or issuance of, or purchase 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 into, or rights, warrants or options (including employee stock options, restricted stock or other equity-based compensation) to acquire, any such shares or other convertible securities (other than the issuance of Company Common Stock Shares upon the exercise exercise, in accordance with the present terms thereof, of stock options outstanding on the date of this Agreement). (df) 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 (including by way of furnishing information) 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) relating to a merger or other business combination involving takeover proposal; provided that the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets of the Company or 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 and its Board of Directors of the Company from: (x) furnishing information to, or entering into discussions or negotiations with, any person 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.of

Conduct of the Company’s Business. During Except as otherwise agreed to in writing by the period commencing Purchaser Representative on behalf of the Purchasers subsequent to the date hereof, or as otherwise set forth in Item 4.01 of the Disclosure Schedule or as expressly contemplated hereby, at all times between the date hereof and continuing until the Effective TimeClosing Date, the Company agrees (except as expressly contemplated by this Agreement or to the extent that Parent shall, and shall otherwise consent in writing) thatcause each of its Subsidiaries to: (a) The Company and each Company Subsidiary will carry on operate its business in, and only in, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent and on a basis consistent with such businesspast practice, and use all its commercially reasonable efforts to preserve intact its present current business organizationsorganization, keep available the services of its present officers and employees and preserve its present relationships with customers, consultants, its customers and suppliers and others having all other persons with which it has material business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired at the Effective Time.dealings; (b) The Company will not declare any dividends on or make distributions maintain its material assets and properties in respect of the Company Common Stock. Neither the Company nor any Company Subsidiary will amend its Articles of Incorporationgood repair, as amendedorder and condition, or By-laws or similar governing documents.reasonable wear and tear excepted; (c) Neither 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 amend its Articles or Certificate of Incorporation or By-Laws; (e) not change the character of its business in any 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 in 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 consistent with past practice, acquire any material assets or properties; (j) other than distributions by wholly-owned Subsidiaries of the Company nor to the Company or to other wholly-owned Subsidiaries of the Company, not declare, set aside or pay any Company Subsidiary will issuedistribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or redeem or otherwise acquire any of its capital stock or split, combine, reclassify or otherwise similarly change its capital stock or authorize the creation or propose the issuance of, or, other than in connection with the issuance or exercise of Company Stock Options, issue or sell any of its capital stock or any securities or obligations convertible into or exchangeable therefor, or give any person any right to acquire any of its capital stock; (k) not make any loan or investment of a capital nature, whether by purchase of stock or propose securities, contributions to capital, property transfers or otherwise, in any other partnership, corporation or other entity; (l) not cancel or compromise any material debt or claim, except in the purchase ofordinary 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 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 shares of the capital stock of officer, director, employee or Related Party; (p) not enter into any contract, agreement, license or lease which involves payments by the Company or any Company Subsidiary of its Subsidiaries in excess of $200,000 per annum or securities convertible into$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 rightsknowingly permit any event to occur, warrants or options which would result in (including employee stock optionsA) 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 representations or proposals. As used in this subsection (d), "Takeover Transaction" shall mean any proposal or transaction: (i) relating to a merger or other business combination involving the Company or any Company Subsidiary; or (ii) for the acquisition of a substantial equity interest in the Company or any Company Subsidiary or a substantial portion of the assets warranties of the Company or any Company Subsidiary, other than the one contemplated by this Agreement; provided, however, that nothing contained in Article II of this Section 6.1(d) shall prohibit the Board of Directors Agreement not being true and correct in any material respect at and as of the Company from: (x) furnishing information totime immediately after the occurrence of such action, transaction or entering into discussions event or negotiations with, any person on the Closing Date 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 any of the status conditions precedent set forth in Article V not being satisfied at Closing; or (excluding, however, s) not agree to take or enter into any agreement or commitment to take any of the identity of such person or entity and the terms of any proposalactions prohibited by clauses (a)-(r) 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 transactionthis Section 4.01.

Conduct of the Company’s Business. During the period commencing on the date hereof The Company covenants and continuing until agrees that, prior to the Effective Time, the Company agrees (except as expressly contemplated by this Agreement or to the extent that unless Parent shall otherwise consent in writing) thatwriting or as otherwise expressly contemplated by this Agreement: (a) The the business of the Workforce Company and each Company Subsidiary will carry on its business shall be conducted only in, and only the Workforce Company shall not take any action except in, the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent of business consistent with such business, past practice and the Workforce Company shall use all reasonable its best efforts to preserve intact its present business organizationsorganization, keep available the services of its present current officers and employees employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner, except as contemplated by Section 3.01(g) hereof, and preserve its goodwill and ongoing business; (b) the Workforce Company shall not directly or indirectly do any of the following: (i) sell, pledge, dispose of or encumber any property or assets (including Intellectual Property Rights) of the Workforce Company, except 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 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 the payment of dividends or distributions not to exceed the 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 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 such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or 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 directors, 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 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 Workforce 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 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, consultantsclients, suppliers and others having business dealings with it to the end that its goodwill it, and ongoing business shall not be materially impaired at the Effective Time. (b) The Company will not declare any dividends on if and as requested by Parent or make distributions in respect of the Company Common Stock. Neither the Company nor any Company Subsidiary will amend its Articles of IncorporationAcquisition, 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) relating the Workforce Company shall use its best efforts to a merger make reasonable arrangements for representatives of Parent or other business combination involving Acquisition to meet with customers and suppliers of the Company or any Company Subsidiary; or Workforce Company, and (ii) for the acquisition of a substantial equity interest in Workforce Company shall schedule, and the Company or any Company Subsidiary or a substantial portion management of the assets Workforce Company shall participate in, meetings of representatives of Parent or Acquisition with employees of the Company or 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 person 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 transactionWorkforce Company.