Common use of Covenants of the Company and Acquisition Clause in Contracts

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO Debenture Holder; and ix. confer with the PRCO Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO Debenture Holder.

Covenants of the Company and Acquisition. (a) Conduct of BusinessCONDUCT OF BUSINESS. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO OS Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO OS Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO OS Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO OS Debenture Holder; and ix. confer with the PRCO OS Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO OS Debenture Holder.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and --------------------- including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course ordinary course of Businessbusiness; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reportsinterests; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course ordinary course of Businessbusiness, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO Debenture Holder; and ix. confer with the PRCO Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO Debenture Holder.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and --------------------- including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO OS Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO OS Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; ; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; ; viii. report periodically to the PRCO OS Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO OS Debenture Holder; and ix. confer with the PRCO Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO Debenture Holder.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO OS Debenture Holder, except that dividends may accrue in the Company's Series A-1 Preferred Stock and any required redemption, if any, under the Company's Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock may be made; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO OS Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the ReportsReports or upon the exercise of options or warrants outstanding as of the date hereof; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets, except for promissory notes issued by the Company to raise funds intended to cover operating expenses, repayable in cash only and not to exceed $100,000; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO OS Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO OS Debenture Holder, provided, however, that the Company shall not be required to disclose anything of a confidential or proprietary manner unless pursuant to a confidentiality agreement reasonably acceptable to the Company; and ix. confer with the PRCO OS Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO OS Debenture Holder, provided, however, that the Company shall not be required to disclose anything of a confidential or proprietary manner unless pursuant to a confidentiality agreement reasonably acceptable to the Company. (b) Proposals; Other Offers. Commencing on the date of execution of this Agreement up to and including the Post-Closing Date, each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. Each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company and Acquisition or afford access to any of the books, records or other properties of the Company and Acquisition to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the Company's and Acquisition's business.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO BOCI Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO BOCI Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO BOCI Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO BOCI Debenture Holder; and ix. confer with the PRCO BOCI Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO BOCI Debenture Holder. (b) Proposals; Other Offers. Commencing on the date of execution of this Agreement up to and including the Post-Closing Date, each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. Each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company and Acquisition or afford access to any of the books, records or other properties of the Company and Acquisition to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the Company's and Acquisition's business.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO Debenture HolderHolders; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO Debenture Holder Holders except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO Debenture Holder Holders concerning the status of the business and operations of the Company upon the reasonable request of the PRCO Debenture HolderHolders; and ix. confer with the PRCO Debenture Holder Holders concerning operational matters of a material nature upon the reasonable request of the PRCO Debenture HolderHolders.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: : i. conduct its business only in the Ordinary Course of Business; ; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; ; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO UPCI Debenture Holder; ; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO UPCI Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; Reports or upon the exercise of options or warrants outstanding as of the date hereof; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; , except for promissory notes issued by the Company to raise funds intended to cover operating expenses, repayable in cash only and not to exceed $100,000; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; ; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; ; viii. report periodically to the PRCO UPCI Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO UPCI Debenture Holder, provided, however, that the Company shall not be required to disclose anything of a confidential or proprietary manner unless pursuant to a confidentiality agreement reasonably acceptable to the Company; and and ix. confer with the PRCO UPCI Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO UPCI Debenture Holder, provided, however, that the Company shall not be required to disclose anything of a confidential or proprietary manner unless pursuant to a confidentiality agreement reasonably acceptable to the Company. (b) Proposals; Other Offers. Commencing on the date of execution of this Agreement up to and including the Post-Closing Date, each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. Each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company and Acquisition or afford access to any of the books, records or other properties of the Company and Acquisition to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the Company's and Acquisition's business.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO ACMI Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO ACMI Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the PRCO ACMI Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the PRCO ACMI Debenture Holder; and ix. confer with the PRCO ACMI Debenture Holder concerning operational matters of a material nature upon the reasonable request of the PRCO ACMI Debenture Holder.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course ordinary course of Businessbusiness; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO Debenture Holder; iv. not authorizeauthorize [except as described in the Form 14C filed with the SEC and delivered to shareholders on or about June 30, 2004, which authorizes an additional eight hundred million (800,000,000) shares of Company Common Stock (bringing the total authorized Company Common Stock to nine hundred million (900,000,000) shares, and an additional nine million (9,000,000) shares of Preferred Stock (bringing the total authorized Preferred Stock to ten million (10,000,000) shares], issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without interests, except for 37,885,033 shares that are issuable to Company employees if and when the prior written consent of the PRCO Debenture Holder except Company amends its Organizational Documents as may be required by pre-existing commitments disclosed herein described in said Form 14C or elsewhere in the Reportsthis Agreement; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course ordinary course of Businessbusiness, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii(b) Proposals; Other Offers. report periodically Commencing on the date of execution of this Agreement up to and including the PRCO Debenture Holder concerning the status of the business and operations Closing Date, each of the Company upon and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the reasonable request acquisition of its business, except for the divesture of Company's subsidiary, Hy-Tech Computer Systems, Inc. to Aegis. Each of the PRCO Debenture Holder; and ix. confer with Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the PRCO Debenture Holder concerning operational matters of a material nature upon the reasonable request Company and Acquisition or afford access to any of the PRCO Debenture Holderbooks, records or other properties of the Company and Acquisition to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the Company's and Acquisition's business.

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up Prior to and including through the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders shareholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the PRCO Debenture HolderJKP and MVI; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the PRCO Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the ReportsJKP and MVI; v. not incur any indebtedness for money borrowed or issue any and debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; viii. report periodically to the PRCO Debenture Holder JKP and MVI concerning the status of the business and operations of the Company upon the reasonable request of the PRCO Debenture HolderCompany; and ix. confer with the PRCO Debenture Holder JKP and MVI concerning operational matters of a material nature upon nature. (b) Proposals; Other Offers. Commencing on the reasonable request date of execution of this Agreement through the Closing Date, each of the PRCO Debenture HolderCompany and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. Each of the Company and Acquisition shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company and Acquisition or afford access to any of the books, records or other properties of the Company and Acquisition to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the Company's and Acquisition's business.