Common use of Covenants of Xxxxx Clause in Contracts

Covenants of Xxxxx. During the period from the date of the Original Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Xxxxx agrees (except to the extent that CompCore shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. Xxxxx shall promptly notify CompCore of any event or occurrence not in the ordinary course of business of Xxxxx where such event or occurrence would result in a breach of any covenant of Xxxxx set forth in this Agreement or cause any representation or warranty of Xxxxx set forth in this Agreement to be untrue as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, Xxxxx shall not, without the prior written consent of CompCore: (a) Grant any options under any employee plan of Xxxxx (except for options and rights to purchase shares of Xxxxx Common Stock granted under the Xxxxx Option Plans and the Xxxxx Purchase Plan, in the ordinary course of business and consistent with past practices), accelerate, amend or change the period of exercisability under any outstanding options, or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue 22

Covenants of Xxxxx. During the period from the date of the Original this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Xxxxx agrees as to itself and its Subsidiaries (except to the extent that CompCore Oak shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it. Xxxxx shall promptly notify CompCore Oak of any event or occurrence not in the ordinary course of business of Xxxxx where such event or occurrence would result in a breach of any covenant of Xxxxx set forth in this Agreement or cause any representation or warranty of Xxxxx set forth in this Agreement to be untrue inaccurate as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, subject to Section 6.2, Xxxxx shall notnot (and shall not permit any of its Subsidiaries to), without the prior written consent of CompCore: Oak: (a) Grant any options under any employee plan of Xxxxx (except for options and rights to purchase shares of Xxxxx Common Stock granted under the Xxxxx Option Plans and the Xxxxx Purchase PlanDeclare, in the ordinary course of business and consistent with past practices), accelerate, amend or change the period of exercisability under any outstanding options, or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare set aside or pay any dividends on or make any other distributions (whether in cash, stock equity securities or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue 22or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (other than stock splits of its Common Stock or stock dividends payable in shares of Common Stock); (b) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party; (c) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (i) the grant of options to purchase shares of Xxxxx Common Stock, consistent with past practices; (ii) the issuance of (A) rights to purchase shares of Xxxxx Common Stock under the Xxxxx Purchase Plan, or (B) shares of Xxxxx Common Stock issuable upon the exercise of options granted under the Xxxxx Option Plans or pursuant to rights under the Xxxxx Purchase Plan; or (iii) the issuance of securities in one or more financing transactions where the net proceeds to Xxxxx do not exceed an aggregate of $50,000,000; (d) Acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to acquire any assets other than acquisitions involving aggregate consideration of not more than $50,000,000; (e) Incur any indebtedness for borrowed money other than indebtedness incurred under outstanding lines of credit consistent with past practices and up to an aggregate of $50,000,000 of additional indebtedness; (f) Sell, lease, license or encumber or otherwise dispose of any of its properties or assets which are material, individually or in the aggregate, to the business of Xxxxx and its Subsidiaries, taken as a whole, except for transactions entered into in the ordinary course of business consistent with past practices; (g) Amend or propose to amend its Certificate of Incorporation or Bylaws, except as contemplated by this Agreement; (h) Take any action, other than as contemplated by this Agreement, that would require the approval of Zoran’s stockholders or which could reasonably be expected to result in a delay in the preparation, filing or review by the SEC of the Registration Statement; (i) Agree in writing or otherwise to take, any of the actions described in subsections (a) through (h) above; or (j) Take any other action which could reasonably be expected to make any of Zoran’s representations or warranties contained in this Agreement untrue or incorrect where the failure to be true and correct would be reasonably likely to have a Material Adverse Effect on Xxxxx.

Covenants of Xxxxx. XXX From the date herein to the Closing Date, Xxxxx.Xxx covenants and agrees: (a) To conduct diligently its operations in the ordinary course of its business and in material compliance with applicable law; and not to change any of its operational, marketing, pricing or purchasing policies. (b) To maintain, and to cause to be maintained, all insurance in force in the name of Xxxxx.Xxx at the time of the signing of this Agreement on all of its assets and its business operations, a descriptive list of which is contained in Schedule 6(s). (c) To preserve its operations intact, and to maintain good business relations with its clients, customers, suppliers and others having business or professional dealings with it. (d) To pay when due (or within any extension of time permitted by applicable law) all taxes, charges, salaries, costs and expenses incurred by it in its said activities, accruing through Closing and payable prior to the Closing Date. (e) Not to enter into any contract, commitment, sales commitment, transaction or transactions, other than those in the ordinary course of its business, involving or requiring the payment of a total of more than $10,000 as to each individual contract or $100,000 in the aggregate, without the prior written approval of Centennial in each case. (f) Not to increase the salary, compensation or fringe benefits of any of its employees, without the prior written approval of Centennial. (g) Not to make any change in its Articles of Organization or Bylaws, or its authorized or issued shares; nor declare, pay or make any dividend or other distribution or payment in respect of its corporate shares nor redeem or repurchase any such shares; nor issue or sell any shares of its Common Stock. (h) Not to make any change affecting the bank accounts, credit, borrowing or safe deposit arrangements referred to in this Agreement; nor sell, mortgage, encumber or dispose of any of its property except as permitted under the provisions of this Agreement or sales to customers in the ordinary course of Xxxxx.Xxx's business. (i) To maintain its books and records in accordance with the accounting methods historically used by Xxxxx.Xxx, such that said books and records will fairly and correctly reflect its income, expenses, assets and liabilities. (j) Not to incur any obligation or liability (absolute or contingent) except current obligations and liabilities incurred in the ordinary course of business and as permitted pursuant to this Agreement. (k) Not to make any investments other than in certificates of deposit in federally insured banks, or U.S. Treasury instruments. (l) Not to take any action which would cause any of the representations and warranties made by it herein or by any Shareholder in connection herewith, not to be true and correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (m) During the period from the date of the Original Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Xxxxx agrees (except to the extent that CompCore shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. Xxxxx shall promptly notify CompCore of any event or occurrence not in the ordinary course of business of Xxxxx where such event or occurrence would result in a breach of any covenant of Xxxxx set forth in this Agreement or cause any representation or warranty of Xxxxx set forth in this Agreement to the Closing Date, to give Centennial and FAC and their representatives reasonable access to its offices, plants, records, files and books of account for the purpose of becoming familiar with all matters relating to Xxxxx.Xxx's business, properties and assets; provided, however, that such process shall be untrue con ducted in a manner that does not unreasonably interfere with the normal operations, and customer and employee relationships of Xxxxx.Xxx. Management of Xxxxx.Xxx shall assist Centennial and FAC in such process, and shall cause the legal counsel, accountants, agents, employees and other representatives of Xxxxx.Xxx to be available to Centennial and FAC for such purposes. During such process, Centennial and FAC shall have the right to make copies of such records, files and other materials as they may deem advisable. If for any reason, the Closing under this Agreement is not consummated, Centennial, FAC and their representatives shall return promptly to Xxxxx.Xxx and keep confidential all copies made by Centennial and FAC and their representatives of material belonging to Xxxxx.Xxx. (n) To maintain itself as a corporation in good standing under the laws of the date ofState of Florida, and prepare and file all necessary tax returns and reports required by federal, state or giving effect tomunicipal authorities, such event or occurrence. Except as expressly contemplated by this Agreement, Xxxxx shall not, without the prior written consent of CompCore: (a) Grant any options under any employee plan of Xxxxx (except for options including tax returns and rights to purchase shares of Xxxxx Common Stock granted under the Xxxxx Option Plans and the Xxxxx Purchase Plan, in the ordinary course of business and consistent with past practices), accelerate, amend or change the period of exercisability under any outstanding options, or authorize cash payments in exchange reports for any options granted under any tax liabilities, and maintain complete books and records of such plans except as required by all transactions. (o) To use its diligent efforts to effect the terms of such plans or any related agreements in effect as consummation of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue 22transactions contemplated hereunder.