Common use of Corporate Matters Clause in Contracts

Corporate Matters. The Company shall not, without the ------------------ prior written consent of Tadeo: (a) amend its Articles of Incorporation ox Xx-Laws; (b) issue any shares of the Company's capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any new agreement, commitment or transaction, whether or not such revision is material; (e) pay, grant or authorize any salary increases or bonuses or enter into any employment, consulting or management agreements; (f) modify any agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than in the ordinary course of business; (g) make any change in the Company's management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 as to any one item; (j) change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate; (m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company Stockholder shall notnot permit any Company, ----------------- without the ------------------ prior written consent of TadeoDHS, to: (a) amend its Articles of Incorporation ox Xxor By-Laws; (b) Laws or its limited partnership agreement or certificate of limited partnership, or issue any shares of the Company's its capital stock; (c) except as contemplated pursuant to Section 2.3 above, or issue or create any warrants, commitments, obligations, subscriptions, options, convertible securities or other commitments arrangements under which any additional shares of the Company's its capital stock or equity interests might be directly or indirectly issued; (db) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (ec) pay, grant or authorize any material salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (fd) modify in any material respect any material agreement other than a material contract relating to the Business to which the such Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business, and except to the extent necessary to implement the transactions contemplated by Section 7.3 below; (ge) make any change in the Company's management personnel; (hf) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 50,000 in the aggregate; (ig) except as otherwise permitted pursuant to Section 7.3 below, dispose of or transfer any asset outside of the ordinary course of business, or sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 10,000 as to any one itemitem or $25,000 in the aggregate; (jh) materially change its method of collection of accounts or notes receivable, accelerate or slow in any material respect its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (ki) declare, pay, set aside or make any dividend(s) dividend or other distribution(sdistribution (other than in cash) of cash any assets or property; or, except as otherwise permitted pursuant to Section 7.3 below, make any other property, transfer of any assets or redeem property to the Stockholder or any outstanding shares of the Company's capital stockits Affiliates; (lj) incur any material liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (mk) voluntarily subject any of the assets or properties of the Company Business to any further material liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliates, other than Permitted Liens; or (ol) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company BCAM, as the 90% shareholder of Drew Shoe, to the fullest extent permissible by law, shall not, without the ------------------ prior written consent of Tadeouse its best efforts not to allow Drew Shoe to: (a) amend its Articles Certificate of Incorporation ox Xxor By-Laws; (b) issue any shares of the Companysuch company's capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Companysuch company's capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract material contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company such company is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any change in the Companysuch company's management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto)hereof, make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 as to any one itemitem or $10,000 in the aggregate; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Companyeither company's capital stock; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the assets or properties of the Company either company to any further liens or encumbrancesencumbrances not in existence on the date hereof; (n) forgive any liability or indebtedness owed to the Company either company by BCAM or any of its stockholders or any of their respective Affiliatesaffiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing. To the extent that any one or more of the events described in Section 5.3 (a) through (o) shall occur and BCAM, its officers or directors are or become aware of such occurrence, BCAM shall immediately notify the Buyer of such occurrence.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of TadeoCommodore: (a) amend its Articles of Incorporation ox Xxor By-Laws; (b) issue any shares of the Company's its capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's its capital stock might be directly or indirectly issued; (d) amend, cancel or modify in any existing material respect any Material Contract or enter into or modify any material new agreement, commitment or transaction, whether or not such revision is materialexcept in each case in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employmentemployment agreement, consulting agreement, management agreement or management agreementsEmployee Plan; (f) modify any agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than in the ordinary course of business; (g) make any change in the Company's its senior management personnel; (hg) except pursuant to commitments in effect on the date hereof and/or within the Company's 1999 capital expenditure budget (to the extent disclosed in this Agreement or in any Schedule 6.5 annexed hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 20,000 in the aggregate; (ih) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 10,000 as to any one item, or $50,000 in the aggregate; (ji) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices;', (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (lj) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of the Business; (mk) voluntarily subject any of the its assets or properties of the Company to any further liens or encumbrances, other than Permitted Liens; (nl) forgive any liability or indebtedness owed to it by the Company by any of its stockholders Stockholders or any of their respective his Affiliates; (m) enter into any material contracts with the Stockholders or any key employees; or (on) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of TadeoXxxxxx: (a) amend its Articles Certificate of Incorporation ox Xx-or By-- Laws; (b) issue any shares of the Company's its capital stock; (c) except as contemplated pursuant to Section 2.3 above, otherwise set forth in Schedule 7.5(c) issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's its capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) except as otherwise set forth in Schedule 7.5(e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company it is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any material change in the Company's its management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 25,000.00 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 25,000.00 as to any one item; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's its capital stock, or pur purchase any outstanding shares of capital stock of or equity interest in any other corporation or entity; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the its assets or properties of the Company to any further liens or encumbrances, other than Permitted Liens; (n) forgive any liability or indebtedness owed to the Company it by any of its the stockholders of the Company or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance further ance of, any of the foregoing.

Corporate Matters. The Company Seller shall not, without the ------------------ prior written consent of Tadeothe Buyer in each instance: (a) amend its Articles of Incorporation ox Xx-Laws; (b) issue any shares of the Company's capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract material contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (eb) pay, grant or authorize any material salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (fc) modify in any material respect any material agreement other than a material contract to which the Company Seller is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (gd) make any change in the Company's management personnel; (he) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 50,000 in the aggregate; (if) dispose of or transfer any asset outside of the ordinary course of the Business, or sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 25,000 as to any one itemitem or $50,000 in the aggregate as to all items; (jg) materially change its method of collection of accounts or notes receivable, accelerate or slow in any material respect its payment of accounts payable; (h) make any payment or distribution of any assets or property other than cash to the Equityholders; (i) incur any material liability or indebtedness except, or prepay in each instance, in the ordinary course of business; (j) subject any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate; (m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliates; or (ok) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of Tadeothe Parent: (a) amend its Articles of Incorporation ox Xxor By-Laws; (b) issue any shares of the Company's capital stockstock or any other securities; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, rights, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock or any other securities might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any change in the Company's management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 2,500 as to any one itemitem or $5,000 in the aggregate; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders the Stockholders or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company shall notNeither of the Companies shall, without the ------------------ prior written consent of TadeoBuyer: (a) amend its Articles of Incorporation ox Xxor By-LawsLaws or Certificate of Limited Partnership or Limited Partnership Agreement (as applicable) (provided that this Section 6.5(a) shall not limit either Company from taking the actions described in Section 6.8); (b) issue any shares of the Company's its capital stock, any partnership interests or any other securities of either Company; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities Stock or other commitments under which any additional shares of the Company's its capital stock or additional partnership interests might be directly or indirectly issued; (d) materially amend, cancel cancel, modify, or waive any material rights or take any action that would constitute a material breach or default under any Material Contract or, except in the ordinary course of business, enter into or modify any new agreement that, if existing on the date of this Agreement, would constitute a Material Contract or enter into any new agreement, commitment or transaction, whether or not such revision is materialContract; (e) except for salary increases and year-end bonuses disclosed in Schedule 6.5(e) of the Disclosure Schedule, pay, grant or authorize any salary increases or bonuses to any officer or enter into employee, except in the ordinary course of business and consistent with past practice (including annual salary increases which took effect on October 1, 2007), and except for bonuses paid to the employees listed on Schedule 6.5(e), pay any employmentbonus to any director, consulting materially modify the employment terms of its directors, officers or management agreements; employees, generally or individually, hire any new officers or (f) modify any agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business) any new employees or consultants or enter into any employment agreement, consulting agreement or management agreement or enter into, adopt or amend in any material respect any Employee Plan; (g) make any change in the Company's management personnel; (hf) except pursuant to commitments in effect on the date hereof (which have been disclosed to Buyer in writing, or as otherwise set forth in Schedule 6.5(f) of the extent disclosed in this Agreement or in any Schedule hereto)Disclosure Schedule, make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 50,000 in the aggregate; (ig) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 10,000 as to any one item, or $50,000 in the aggregate as to all items for both Companies or acquire any assets or property (including any shares or other equity interests in any other corporation, partnership, association or other business organization or division thereof), other than purchases in the ordinary course of business; (jh) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (ki) declaresplit, paycombine or reclassify any shares of its capital stock or pay any dividends or distributions to Seller or any of its Affiliates; provided, set aside that (i) Seller may continue to sweep and retain the Companies’ cash balances on a daily basis, and (ii) PSI and PSLP may transfer to Seller or any of its Affiliates (A) all inventory of products listed on Schedule 6.5(i)(A) of the Disclosure Schedule as of the Closing Date, and (B) the pending research and development activities, patent applications and license agreements listed in Schedule 6.5(i)(B) of the Disclosure Schedule; (j) incur any indebtedness for money borrowed (including obligations in respect of capital leases) except from Seller (which indebtedness from Seller shall be discharged in full prior to Closing), or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for endorsements of negotiable instruments in the ordinary course of business; or make any dividend(s) loans, advances or other distribution(s) of cash or other propertycapital contributions to, or redeem investments in, any outstanding shares other Person (other than cash payments to Seller); (k) subject any of the Company's capital stockits assets or properties, including Intellectual Property, to any Liens, other than Permitted Liens; (l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate; (m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company it by Seller or any of its stockholders Affiliates (except to the extent of any set-off against any liability or indebtedness owed by either of the Companies to Seller or any of their respective its Affiliates); (m) sell, assign, transfer, license or sublicense any Intellectual Property; (n) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (o) make or change any Tax election, change an annual accounting period, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, or file any amended return, settle or compromise any Tax liability, claim or assessment with regard to the Companies that would have a material adverse impact on Buyer and its subsidiaries (including, following the Closing, the Companies), taken together; (p) institute or settle any action, suit, proceeding, claim, complaint, hearing, arbitration, inquiry or investigation before any Governmental Body or before any arbitrator, except for collection actions in the ordinary course of business consistent with past practice, and except for settlements that (i) impose only monetary payment obligations that are paid in full prior to the Closing or are accrued for as current liabilities (whether or not same constitute current liabilities in accordance with GAAP) in both the Preliminary Closing Net Working Capital Statement and in the final calculation of Net Working Capital as of the Closing Date pursuant to Section 3.2 above, and (ii) that include a full release of the Companies for all liabilities arising from, related to or otherwise in connection with the action, suit, proceeding, claim, complaint, hearing, arbitration, inquiry or investigation settled and the subject matter thereof (provided that the Buyer may not unreasonably withhold, condition or delay its consent to any other settlement covered by this Section 6.5(p)); (q) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of Seller set forth in this Agreement becoming untrue in any material respect, or (ii) any of the conditions to the Closing set forth in Section 8 not being satisfied; or (or) agree in writing or otherwise to do, or take any action in furtherance of, any of the foregoingforegoing actions. In addition, prior to the Closing, Seller shall cause each of the Companies to (A) accept customer orders in the ordinary course of business, and (B) continue to make regularly scheduled payments pursuant to the terms of any contract with respect to any indebtedness of the Companies in existence as of the date of this Agreement.

Corporate Matters. The Company and each Subsidiary shall not, and Seller shall cause the Company and each Subsidiary not to, without the ------------------ prior written consent of TadeoBuyer: (a) amend its Articles Certificate of Incorporation ox Xx-LawsFormation, Limited Liability Company Agreement, certificate of incorporation or other organizational documents; (b) issue or sell any shares of limited liability company membership interests or any other equity interests or profit participations in the Company's capital stockCompany or any Subsidiary; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock limited liability company membership interests, other equity interests or profit participations might be directly or indirectly issued; (d) amend, cancel or modify in any existing material respect any Material Contract or enter into or modify any material new agreement, commitment or transaction, whether or not such revision is materialtransaction other than in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employmentemployment agreement, consulting agreement, management agreement or management agreements; (f) modify any agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditorEmployee Plan, other than in the ordinary course of business; (g) make any change in the Company's management personnel; (hf) except pursuant to commitments in effect on the date hereof (to or as otherwise set forth in Schedule 8.5(f) of the extent disclosed in this Agreement or in any Schedule hereto)Disclosure Schedule, make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 100,000 in the aggregate; (ig) except as set forth in Schedule 8.5(g), sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 25,000 as to any one itemitem or $100,000 in the aggregate as to all items; (jh) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilitiesLiabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (ki) declareincur any Indebtedness, pay, set aside or make any dividend(s) or other distribution(s) except in the ordinary course of cash or other property, or redeem any outstanding shares of business under the Company's capital stocksecured line of credit in existence on December 31, 2006; (j) transfer, dispose of or license any assets or properties, except in the ordinary course of business consistent with past practices, or subject any of its assets or properties to any Liens, other than Permitted Liens; (k) forgive any Indebtedness owed to it by Seller or any of its Affiliates (except to the extent of any set-off against any Indebtedness owed by the Company to Seller or any of its Affiliates); (l) incur pay any liability dividend or indebtedness in excess distribution except the distribution of $5,000 Excess Cash and the distribution related to Taxes as to any one item or $25,000 in the aggregateeach are contemplated by Section 3.2; (m) voluntarily subject merge with, enter into a consolidation with or acquire an equity interest in any Person or acquire a substantial portion of the assets or properties business of any Person or any division or line of business thereof, or otherwise acquire any material assets other than in the Company to any further liens or encumbrancesordinary course of business consistent with past practice; (n) forgive any liability or indebtedness owed except as it relates to the Company consummation of the transactions contemplated by this Agreement, enter into any agreement, arrangement or transaction with any of its stockholders the Company's, any Subsidiary's or Seller's directors, officers, employees or members (or with any relative, beneficiary, spouse or Affiliate of such Persons); (o) disclose any secret or confidential Intellectual Property (except by way of issuance of a patent) or permit to lapse or become abandoned any Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company has any right, title, interest or license; (p) fail to maintain the Company's and each Subsidiary's offices, Facilities property and equipment in good repair and operating conditions, ordinary wear and tear excepted; (q) except in the ordinary course of their respective Affiliatesbusiness, incur any material Liability; or (or) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. (a) The Company Stockholders agree that they shall notrefrain from taking or causing the Corporation to take, and the Corporation agrees that it shall not take, any of the following types of action without the ------------------ prior written consent of Tadeoeach of the Management Stockholders: (a) amend its Articles of Incorporation ox Xx-Laws; (bi) issue or dispose of any shares of the Company's capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue stock or other security or create or assume any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any new agreement, commitment or transaction, whether or not such revision is material; (e) pay, grant or authorize any salary increases or bonuses or enter into any employment, consulting or management agreements; (f) modify any agreement liability for borrowed money other than a material contract obligations to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than trade creditors incurred in the ordinary course of business; (gii) declare or pay any dividend or authorize or make any distribution on any stock of the Corporation now or hereafter outstanding, or apply any property or assets to the purchase, acquisition, redemption or other retirement of any shares of such stock, directly or indirectly; (iii) create, assume or suffer to exist any mortgage, pledge or other encumbrance upon any of its properties or assets now owned or hereafter acquired; (iv) assume, guaranty, endorse or otherwise become liable upon the obligation of any person, firm or corporation, except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (v) purchase or acquire, except in the ordinary course of business, any property or assets or obligations or stock of or interest in, make any capital contributions to, or otherwise invest directly or indirectly in, or make loans or advances to, any person, firm or corporation; (vi) make any change in the Company's management personnelcharacter of its business or undertake any new ventures or transactions or engage in any type of business not incidental and directly related to its present business; (hvii) except pursuant to commitments in effect on pay or incur any obligation for the date hereof (to the extent disclosed in this Agreement payment of salaries, fees or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwiseother remuneration, or change the rate of compensation or other remuneration, or pay any operating lease commitment(s)debts claimed to be owing, in excess directly or indirectly, to any Stockholder or director of $5,000 in officer of the aggregateCorporation; (iviii) amend or change its certificate of incorporation or by-laws, dissolve or merge or consolidate with or into any other corporation; (ix) sell, assign lease, transfer or otherwise dispose of any capital asset(s) with a net book value of its assets or properties, except in excess the ordinary course of $5,000 as to any one itembusiness; (jx) change its method of collection of accounts enter into any transaction, contract or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, commitment other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate; (m) voluntarily subject any ordinary course of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliatesbusiness; or (oxi) agree to do, or take any action in furtherance of, any convene a meeting of the foregoingBoard of Directors of the Corporation without the presence of at least one of the Management Stockholders or their written consent to convene in their absence. (b) The Stockholders recognize that at some future time it may be desirable to vote or Sell their shares of Stock or otherwise act unanimously in order to effectuate (i) a sale of all of substantially all of the assets of the Corporation at an aggregate purchase price of not less than $100,000,000 during the period beginning with the date hereof until the first anniversary of the date hereof, $125,000,000 during the period beginning with the day after the first anniversary of the date hereof until the second anniversary of the date hereof and $150,000,000 during the period beginning with the day after the second anniversary of the date hereof; (ii) a merger or consolidation of the Corporation with or into another Corporation in which the Stockholders receive aggregate consideration having a value of not less than $100,000,000 during the period beginning with the date hereof until the first anniversary of the date hereof, $125,000,000 during the period beginning with the day after the first anniversary of the date hereof until the second anniversary of the date hereof and $150,000,000 during the period beginning with the day after the second anniversary of the date hereof; (iii) a Designated Public Offering; (iv) a private sale by the Stockholders of all or substantially all of the Stock at a price per share of Stock of not less than $586.66 during the period beginning with the date hereof until the first anniversary of the date hereof, $733.33 during the period beginning with the day after the first anniversary of the date hereof until the second anniversary of the date hereof and $879.99 during the period beginning with the day after the second anniversary of the date hereof. Accordingly, the Stockholders agree that, at any time on or prior to the fifth anniversary of the date hereof, they shall each vote or Sell their shares of Stock or otherwise act in conformity with any decision with respect to any such sale of assets, merger or consolidation, Designated Public Offering or private sale of Stock which is recommended and approved by the Management Stockholders and shall not exercise any statutory appraisal rights in connection with any such transaction.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of TadeoTek: (a) amend its Articles of Incorporation ox Xxor By-Laws; (b) issue any shares of the Company's capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any new agreement, commitment or transaction, whether or not such revision is material; (e) pay, grant or authorize any salary increases or bonuses or enter into any employment, consulting or management agreements; (f) modify any agreement other than a material contract Material Contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than in the ordinary course of business; provided, that no modifications, whether or not in the ordinary course of business, shall be made to any Material Contract; (g) make any change in the Company's management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 as to any one item; (j) change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock; (l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate; (m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of TadeoXxxxxx: (a) amend its Articles Certificate of Incorporation ox Xxor By-Laws; (b) issue any shares of the Company's its capital stock; (c) except as contemplated pursuant to Section 2.3 above, otherwise set forth in SCHEDULE 7.5(c) issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's its capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) except as otherwise set forth in SCHEDULE 7.5(e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company it is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any material change in the Company's its management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 25,000.00 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 25,000.00 as to any one item; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's its capital stock, or purchase any outstanding shares of capital stock of or equity interest in any other corporation or entity; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the its assets or properties of the Company to any further liens or encumbrances, other than Permitted Liens; (n) forgive any liability or indebtedness owed to the Company it by any of its the stockholders of the Company or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company and/or the Stockholder shall not, without the ------------------ prior written consent of TadeoApollo: (a) amend its Articles of Incorporation ox Xxor By-Laws, except as may otherwise be required hereunder; (b) issue any shares of the Company's its capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's its capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company it is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any change in the Company's its management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 5,000.00 in the aggregate; (i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 5,000.00 as to any one item; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's its capital stock, or purchase any outstanding shares of capital stock of or equity interest in any other corporation or entity; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the its assets or properties of the Company to any further liens or encumbrances, other than Permitted Liens; (n) forgive any liability or indebtedness owed to the Company it by any of its the stockholders of the Company or any of their respective Affiliates; (o) effect any material transaction involving the Company which is not consistent with the past practices of the Company or not in furtherance of the business of the Company; or (op) agree to do, or take any action in furtherance of, any of the foregoing.

Corporate Matters. The Company shall not, without the ------------------ prior written consent of Tadeothe Parent: (a) amend its Articles of Incorporation ox Xxor By-Lawslaws; (b) issue any shares of the Company's ’s capital stock; (c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, rights, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's ’s capital stock might be directly or indirectly issued; (d) amend, cancel or modify any existing Material Contract or enter into any material new agreement, commitment or transactiontransaction except, whether or not such revision is materialin each instance, in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment, consulting or management agreements; (f) modify in any material respect any material agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than except in the ordinary course of business; (g) make any change in the Company's ’s management personnel; (h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 10,000 in the aggregate; (i) except as set forth on Schedule 6.6(c), sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 as to any one itemitem or $10,000 in the aggregate; (j) materially change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices; (k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's ’s capital stock; (l) incur any liability or indebtedness except, in excess of $5,000 as to any one item or $25,000 each instance, in the aggregateordinary course of business; (m) voluntarily subject any of the assets or properties of the Company to any further liens Liens or encumbrances; (n) forgive any liability or indebtedness owed to the Company by any either of its stockholders the Stockholder or any of their respective Affiliates; or (o) agree to do, or take any action in furtherance of, any of the foregoing.