COVENANTS OF CONTESSA, ACQUISITION AND THE PRINCIPAL STOCKHOLDERS. Conduct Prior to the Closing. Between the date hereof and the Closing, other than actions or transactions referred to herein:
COVENANTS OF CONTESSA, ACQUISITION AND THE PRINCIPAL STOCKHOLDERS. SECTION 3.1 Conduct Prior to the Closing. Between the date hereof and the Closing, other than actions or transactions referred to herein:
(a) Contessa and Acquisition will not enter into any material agreement, contract or commitment, whether written or oral, or engage in any transaction, without the prior written consent of Fullcomm;
(b) Contessa and Acquisition will not pay, incur or declare any dividends or distributions with respect to its capital stock or amend their respective Certificates of Incorporation or By-Laws, without the prior written consent of Fullcomm;
(c) Other than with respect to the GBDR Disposition, Contessa and Acquisition will not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire its capital stock, without the prior written consent of Fullcomm;
(d) Contessa and Acquisition will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to Fullcomm in connection with any such requirements imposed upon the parties hereto in connection therewith and will provide Fullcomm with the opportunity to review and approve any mailing or proxy to be delivered to shareholders of Contessa;
(e) Contessa and Acquisition will not incur any indebtedness for money borrowed, or issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction other than in the regular course of business, except to comply with the terms of this Agreement, without the prior written consent of Fullcomm;
(f) Contessa and Acquisition will not make any investment of capital nature either by purchase of stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person;
(g) Contessa and Acquisition will not enter into any contract whatsoever, including any employment contract or any other compensation arrangement;
(h) Contessa and Acquisition will...
