Common use of Forbearances by the Company Clause in Contracts

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries to, without the prior written consent of Buyer: (1) incur any indebtedness for borrowed money, except in the ordinary course of business consistent with past practice in an amount not to exceed $100,000; (2) assume, guarantee, endorse or otherwise become responsible for the obligations of, or make any loans or advances to, any other individual, firm or corporation; (3) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property) other than the dividend or distribution to the Company's shareholders of the shares of Kilovac Development, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict or Xxxxxx Xxxxxxx for an amount not to exceed $85,000 in the aggregate; (4) mortgage, pledge or otherwise encumber any of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement); (5) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it except for sales of inventory in the ordinary and usual course of business and consistent with past practice; (6) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than in the ordinary and usual course of its business and consistent with past practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated or any of the coverage thereunder to lapse; (10) enter into any collective bargaining agreements; (11) increase in any manner the compensation, enumeration or fringe benefits of any of its officers or employees (other than increases in the hourly compensation of non-officer employees in the ordinary course of business consistent with past practice) or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit plan; (12) issue any shares of capital stock or issue any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stock; (13) enter into an agreement to do any of the things described in clauses (1) through (12) of this Section 3.1; or (14) take any action which would render inaccurate any representation and warranty made herein.

Forbearances by the Company. Except Without limiting the generality of Section 5.2(a), except as contemplated by this --------------------------- Agreement, set forth in Section 5.2 of the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries toDisclosure Letter, without the prior written consent of BuyerAcquiror, which consent shall not be unreasonably withheld or delayed, the Company shall not, nor shall it permit any of the Subsidiaries to: (1i) incur any indebtedness for borrowed money, except Liability other than current Liabilities incurred in the ordinary and usual course of business consistent with past practice in an amount not business, or fail to exceed $100,000pay any Liability when due or take or fail to take any action, the taking of which, or the failure to take of which, would permit any Liability to be accelerated; (2ii) assume, guarantee, endorse or otherwise become responsible for the obligations ofof any other Person other than endorsements of negotiable instruments in the ordinary course of business, or make any loans or advances to, to any other individual, firm or corporationPerson; (3iii) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend in cash or property with respect to its capital shares or declare or make any distribution (whether in cashcash or property on, redeem, or purchase or otherwise acquire any Shares, or split, combine or otherwise similarly change the outstanding Shares, or authorize the creation or issuance of or issue or sell any capital stock shares or property) other than the dividend any securities or distribution obligations convertible into or exchangeable for, or giving any Person any right to the Company's shareholders of the shares of Kilovac Developmentacquire from it, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict capital shares, or Xxxxxx Xxxxxxx for an amount not agree to exceed $85,000 in the aggregatetake any such action; (4iv) mortgage, pledge or otherwise encumber any property or asset, except in the ordinary and usual course of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement)business; (5v) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it it, except for sales of inventory products in the ordinary and usual course of business and consistent with past practiceexcept as contemplated by this Agreement; (6vi) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure investments of a capital nature either by purchase of stock shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than Person except in the ordinary and usual course of business; (vii) fail to perform its business material obligations under Company Contracts (except those being contested in good faith) or enter into, assume or amend in any material respect any material contract or commitment other than contracts to purchase or sell goods or provide services entered into in the ordinary and usual course of business; (viii) except for regularly scheduled increases in accordance with, and the determination of and payment of annual bonuses consistent with, normal prior practice (both as to timing and amount), increase in any manner the compensation or fringe benefits of any of its officers or employees or pay or agree to pay any pension or retirement allowance not required by any existing plan or agreement to any such officers or employees, or commit itself to or enter into any employment agreement or any incentive compensation, deferred compensation, profit sharing, stock option, share purchase, savings, consulting, retirement, pension or other "fringe benefit" plan, award or arrangement with past or for the benefit of any officer, employee or other Person except in accordance with normal prior practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9ix) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled canceled or terminated or any of the coverage thereunder to lapse, unless it makes its reasonable best efforts to obtain simultaneously with such termination or cancellation replacement policies providing substantially the same coverage on commercially reasonable terms and, if so available, such policies are in full force and effect; (10x) amend its Bylaws or other governing documents; (xi) enter into any union, collective bargaining agreementsor similar agreement; (11xii) increase fail to pay any trade accounts payable or other amount due to suppliers and trade creditors of the Company and the Subsidiaries as they become due in accordance with their terms (except those being contested in good faith); (xiii) sell any manner the compensation, enumeration or fringe benefits of any of its officers or employees (inventory other than increases in the hourly compensation of non-officer employees in the ordinary course of business consistent with past practice) or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit planbusiness; (12xiv) issue borrow any shares of capital stock money against accounts receivable or issue otherwise factor any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stockaccounts receivable; (13xv) acquire any other corporation, entity or business (whether by purchase of stock, acquisition of assets, merger or otherwise); or (xvi) enter into an agreement to do take any of the things actions described in clauses (1i) through (12) xv). In connection with the continued operation of the business of the Company and the Subsidiaries between the date of this Section 3.1; or (14) take Agreement and the Closing Date, at the reasonable request of Acquiror, representatives of the Company shall confer in good faith with one or more representatives of Acquiror on operational matters of materiality and the general status of ongoing operations. The Company acknowledges that Acquiror does not thereby waive any action which would render inaccurate rights it may have under this Agreement as a result of this covenant to engage in consultations. Acquiror acknowledges that, notwithstanding the foregoing, Acquiror shall have no right to control in any representation manner the business of the Company and warranty made hereinthe Subsidiaries between the date of this Agreement and the Closing Date.

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries toor Lighting, after the date hereof, without the prior written consent of Buyer, to: (1i) incur any indebtedness for borrowed moneynew debt, except liability or obligation, direct or indirect, whether accrued, absolute, contingent or otherwise, other than in the ordinary course of business consistent with past practice in an amount not to exceed $100,000its business; (2ii) assume, guarantee, endorse or otherwise become responsible for the obligations of, or make any loans or advances to, any other individual, firm or corporation; (3iii) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock Capital Stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property) other than the dividend or distribution to the Company's shareholders of the shares of Kilovac Development, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict or Xxxxxx Xxxxxxx for an amount not to exceed $85,000 in the aggregate); (4iv) mortgage, pledge or otherwise encumber any of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement)assets; (5v) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it except for sales of inventory in the ordinary and usual course of business and consistent with past practicebusiness; (6vi) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, ordinary course of business make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7vii) enter into any transaction other than in the ordinary and usual course of its business and consistent with past practicebusiness; (8) viii) except in the ordinary course of business enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9ix) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled canceled or terminated or any of the coverage thereunder to lapse; (10x) enter into into, terminate or make any changes in any collective bargaining agreements; (11xi) increase in any manner the compensation, enumeration remuneration or fringe benefits of any of its officers or employees (other than increases in the hourly compensation of non-officer employees in the ordinary course of business consistent with past practice) or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so to any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, person or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit plan; (12xii) issue any shares of capital stock or issue any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stock; (13xiii) make any distributions, directly or indirectly to the Selling Shareholders; (xiv) make any unscheduled repayment of bank or similar debt, except for advances under or repayments of its revolving loan with Bank of America other than in the ordinary course of business; or (xv) enter into an agreement to do any of the things described in clauses (1i) through (12xiv) of this Section 3.1; or 3.1 (14) take any action which would render inaccurate any representation and warranty made hereinb).

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, from the date hereof until the Merger Closing, the Company shall not take, or fail or omit to take, directly or indirectly, any action or enter into any transaction, other than in the ordinary course of business consistent with past practice, that would reasonably be expected to (i) prevent the consummation of the transactions contemplated by this Agreement or (ii) cause or result in any of the representations and its Subsidiaries will not, warranties set forth in Sections 4(a) and (b) to be untrue in any material respect at any time after the Selling Shareholders will not permit date hereof through the Merger Closing Date. Except as contemplated by this Agreement (including the Company and its Subsidiaries toDisclosure Letter), without limiting the foregoing, the Company shall not take, directly or indirectly, any of the following actions without the prior written consent of Buyerthe Purchaser: (1i) amend or agree to amend its Organizational Documents, or merge with or into or consolidate with, or agree to merge with or into or consolidate with, any other Person, or subdivide or in any way reclassify any of its capital stock or other ownership interests, or change or agree to change in any manner the rights of its capital stock or other ownership interests or liquidate or dissolve; (ii) (A) issue, sell, redeem or acquire any capital stock or other ownership interest in itself; (B) issue, sell or grant any option (including any Company Stock Option), warrant, convertible or exchangeable security, right, “phantom” partnership (or other ownership) interest (or similar “phantom” security), restricted partnership (or other ownership) interest, subscription, call, unsatisfied pre-emptive right or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any of its capital stock or any other ownership interests; or (C) enter into any contracts, agreements or arrangements to issue, redeem, acquire or sell any of its capital stock or any other ownership interests; (iii) incur any indebtedness Indebtedness (excluding any intercompany loan or intercompany debt), issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the liabilities of any Person, or make any loans or advances (including any loan or advance to any of its Affiliates, officers, directors, employees, consultants, agents or other representatives (other than reasonable and customary travel and similar engagement-related advances made in the ordinary course of business consistent with past practice)); (A) except as required by applicable law, make any change in its accounting methods or practices for borrowed moneyTax or accounting purposes, (B) make, change or revoke any Tax election, (C) amend any Tax Return or (D) settle or compromise any Tax liability, except in the case of any such liability to the extent accrued or reserved for on the Unaudited Statements, in each case if, as it relates to Taxes only (as opposed to accounting), doing so could reasonably be expected to adversely affect the Purchaser or any Affiliate of the Purchaser; (v) sell, transfer, lease, offer to sell, abandon or make any other disposition of any of its Assets except in the ordinary course of business not in excess of $50,000 in the aggregate, or grant or suffer to exist, or agree to grant or suffer to exist, any encumbrance on any of its Assets; (vi) incur, assume or guarantee, or agree to incur, assume or guarantee, any liability or obligation (whether or not currently due and payable) relating to its business or any of its Assets except in the ordinary course of business consistent with past practice in an amount not to exceed $100,000practice; (2vii) assumesettle any legal proceeding involving any liability of it or its directors, guaranteeofficers, endorse employees or otherwise become responsible for the obligations of, or make any loans or advances to, any other individual, firm or corporation; agents (3) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or propertytheir capacities as such) other than the dividend settlements solely for money damages covered by insurance or distribution to the Company's shareholders of the shares of Kilovac Developmentless than $50,000 individually, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict or Xxxxxx Xxxxxxx for an amount not to exceed $85,000 150,000 in the aggregate; (4viii) mortgagecreate, pledge renew, amend, terminate or otherwise encumber cancel any of its properties Contract or assets other contract (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement); (5) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it except for sales of inventory in the ordinary and usual course of business and consistent with past practice; (6) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than in the ordinary and usual course of its business and consistent with past practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated or any of the coverage thereunder to lapse; (10) enter into any collective bargaining agreements; (11) increase in any manner the compensation, enumeration or fringe benefits of any of its officers or employees (other than increases in the hourly compensation of non-officer employees contract in the ordinary course of business consistent with past practice); provided, that it shall not enter into any contracts or agreements that include any (A) non-competition, non-solicitation or pay exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect its ability to solicit customers or the manner in which, or the localities in which, all or any portion of the business or, following consummation of the transactions contemplated by this Agreement, the Purchaser or its Affiliates, is or would be conducted or (B) “most favored nation” clause or other term providing preferential pricing or treatment to a third party; (ix) except for the transactions expressly contemplated herein, enter into, or agree to pay enter into, any pensioncontract, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan arrangement or any financial transaction with or for the benefit of any of its officers officers, directors, consultants, agents, representatives or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit planAffiliates; (12x) issue declare or make any shares dividends or declare or make any other distributions of any kind, other than cash distributions that will not result in the Net Working Capital being less than three million dollars ($3,000,000); (xi) acquire or agree to acquire in any manner, including by way of merger, consolidation, or purchase of any capital stock or issue Assets, any warrants, options, calls, subscriptions, business of any Person or other agreements business organization or commitments obligating it to issue shares of capital stockdivision thereof; (13xii) except as required by applicable Law or any Company Benefit Plan in existence as of the date hereof, (A) increase the compensation or benefits payable or to become payable to any of its directors, officers, employees or individual independent contractors, (B) grant to any of its directors, officers, employees or individual independent contractors any increase in severance or termination pay, (C) pay or award, or commit to pay or award, any bonuses or incentive compensation, (D) enter into an any employment, severance, or retention agreement (excluding offer letters that provide for no severance or change in control benefits) with any of its directors, officers, employees or individual independent contractors, (E) establish, adopt, enter into, amend or terminate any collective bargaining agreement or Company Benefit Plan, (F) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (G) terminate the employment of any employee or individual independent contractor whose total annual compensation exceeds $100,000 (including commissions), or (H) hire any employee or individual independent contractor (1) having total annual compensation in excess of $100,000 (including commissions) or (2) having any guaranteed compensation; (xiii) accelerate the billing or other realizations of fees payable by clients to it or delay the payment of liabilities beyond the ordinary course of business consistent with past practice; (xiv) make or incur any capital expenditures in excess of $50,000 in the aggregate; (xv) cancel any indebtedness or waive any claims or rights in amounts in excess of $50,000 in the aggregate, except in regard to broker notes; (xvi) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business and consistent with past practice, with respect to which the Purchaser shall have the right to participate and consent; (xvii) fail to maintain in full force and effect the Insurance Policies in a form and amount consistent with past practice; (xviii) from 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date until the Effective Time, make any dividends or distributions, enter into any Affiliate Contracts or incur any Indebtedness; or (xix) authorize, resolve, commit or agree (by contract or otherwise) to do any of the things described in clauses (1) through (12) of this Section 3.1; or (14) take any action which would render inaccurate any representation and warranty made hereinforegoing.

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, Without limiting the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries togenerality of Section 6.1(a), without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, the Selling Shareholders shall not allow the Company or any of the Subsidiaries to: (1i) incur any indebtedness for borrowed money, except Liability other than current Liabilities incurred in the ordinary and usual course of business consistent with past practice in an amount not business, or fail to exceed $100,000pay any Liability when due or take or fail to take any action, the taking of which, or the failure to take of which, would permit any Liability to be accelerated; (2ii) assume, guarantee, endorse or otherwise become responsible for the obligations ofof any other Person other than endorsements of negotiable instruments in the ordinary course of business, or make any loans or advances to, to any other individual, firm or corporationPerson; (3iii) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend in cash or property with respect to its capital shares or declare or make any distribution (whether in cashcash or property on, redeem, or purchase or otherwise acquire any Shares, or split, combine or otherwise similarly change the outstanding Shares, or authorize the creation or issuance of or issue or sell any capital stock shares or property) other than the dividend any securities or distribution obligations convertible into or exchangeable for, or giving any Person any right to the Company's shareholders of the shares of Kilovac Developmentacquire from it, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict capital shares, or Xxxxxx Xxxxxxx for an amount not agree to exceed $85,000 in the aggregatetake any such action; (4iv) mortgage, pledge or otherwise encumber any property or asset, except in the ordinary and usual course of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement)business; (5v) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it it, except for sales of inventory products in the ordinary and usual course of business and consistent with past practiceexcept as contemplated by this Agreement; (6vi) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure investments of a capital nature either by purchase of stock shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than Person except in the ordinary and usual course of its business and consistent with past practicebusiness; (8) vii) fail to perform its material obligations under material contracts (except those being contested in good faith) or enter into, assume or amend in any material respect any material contract or commitment other than contracts to purchase or sell goods or provide services entered into in the ordinary and usual course of business; (viii) except for regularly scheduled increases in accordance, both as to timing and amount, with normal prior practice and with applicable Law, increase in any manner the compensation or terminate any agreement, plan or lease, or make any change in fringe benefits of any of its agreementsofficers or employees or pay or agree to pay any pension or retirement allowance not required by any existing plan or agreement to any such officers or employees, plans or leasescommit itself to or enter into any employment agreement or any incentive compensation, deferred compensation, profit sharing, stock option, share purchase, savings, consulting, retirement, pension or other "fringe benefit" plan, award or arrangement with or for the benefit of any officer, employee or other Person; (9ix) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled canceled or terminated or any of the coverage thereunder to lapse, unless it makes reasonable efforts to obtain simultaneously with such termination or cancellation replacement policies providing substantially the same coverage on commercially reasonable terms and, if so available, such policies are in full force and effect; (10x) amend its Bylaws or other governing documents; (xi) enter into any union, collective bargaining agreementsor similar agreement; (11xii) increase except for trade accounts payable disputed in good faith, fail to pay any manner the compensation, enumeration trade accounts payable or fringe benefits of other amount due to its suppliers and trade creditors as they become due in accordance with their terms; (xiii) sell any of its officers or employees (inventory other than increases in the hourly compensation of non-officer employees in the ordinary course of business consistent with past practice) or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit planbusiness; (12xiv) issue borrow any shares of capital stock money against accounts receivable or issue otherwise factor any warrantsaccounts receivable other than pursuant to contracts or agreements entered into by it prior to October 1, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stock2003; (13xv) fail to cause the amount of working capital of the Company on the Closing Date (as determined in accordance with Brazilian GAAP) to be at least as much as the amount of working capital of the Company on December 31, 2002; (xvi) consolidate or merge with any corporation or other entity; or (xvii) enter into an agreement to do take any of the things actions described in clauses (1i) through (12) xvi). In connection with the continued operation of the business of the Company and the Subsidiaries between the date of this Section 3.1; or (14) take Agreement and the Closing Date, the Selling Shareholders shall confer in good faith on a regular basis with one or more representatives of Purchaser designated in writing to receive reports on operational matters of materiality and the general status of ongoing operations. The Selling Shareholders acknowledge that Purchaser does not waive any action which would render inaccurate any representation and warranty made hereinrights it may have under this Agreement as a result of this covenant to engage in consultations.

Forbearances by the Company. Except Without limiting the generality of Section 5.2(a), except as contemplated by this --------------------------- Agreement, set forth in Section 5.2 of the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries toDisclosure Letter, without the prior written consent of BuyerAcquiror, which consent shall not be unreasonably withheld or delayed, the Company shall not, nor shall it permit any of the Subsidiaries to: (1i) incur any indebtedness for borrowed money, except Liability other than current Liabilities incurred in the ordinary and usual course of business consistent with past practice in an amount not business, or fail to exceed $100,000pay any Liability when due or take or fail to take any action, the taking of which, or the failure to take of which, would permit any Liability to be accelerated; (2ii) assume, guarantee, endorse or otherwise become responsible for the obligations ofof any other Person other than endorsements of negotiable instruments in the ordinary course of business, or make any loans or advances to, to any other individual, firm or corporationPerson; (3iii) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend in cash or property with respect to its capital shares or declare or make any distribution (whether in cashcash or property on, redeem, or purchase or otherwise acquire any Shares, or split, combine or otherwise similarly change the outstanding Shares, or authorize the creation or issuance of or issue or sell any capital stock shares or property) other than the dividend any securities or distribution obligations convertible into or exchangeable for, or giving any Person any right to the Company's shareholders of the shares of Kilovac Developmentacquire from it, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict capital shares, or Xxxxxx Xxxxxxx for an amount not agree to exceed $85,000 in the aggregatetake any such action; (4iv) mortgage, pledge or otherwise encumber any property or asset, except in the ordinary and usual course of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement)business; (5v) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it it, except for sales of inventory products in the ordinary and usual course of business and consistent with past practiceexcept as contemplated by this Agreement; (6vi) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure investments of a capital nature either by purchase of stock shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than Person except in the ordinary and usual course of business; (vii) fail to perform its business material obligations under Company Contracts (except those being contested in good faith) or enter into, assume or amend in any material respect any material contract or commitment other than contracts to purchase or sell goods or provide services entered into in the ordinary and usual course of business; (viii) except for regularly scheduled increases in accordance with, and the determination of and payment of annual bonuses consistent with, normal prior practice (both as to timing and amount), increase in any manner the compensation or fringe benefits of any of its officers or employees or pay or agree to pay any pension or retirement allowance not required by any existing plan or agreement to any such officers or employees, or commit itself to or enter into any employment agreement or any incentive compensation, deferred compensation, profit sharing, stock option, share purchase, savings, consulting, retirement, pension or other “fringe benefit” plan, award or arrangement with past or for the benefit of any officer, employee or other Person except in accordance with normal prior practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9ix) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled canceled or terminated or any of the coverage thereunder to lapse, unless it makes its reasonable best efforts to obtain simultaneously with such termination or cancellation replacement policies providing substantially the same coverage on commercially reasonable terms and, if so available, such policies are in full force and effect; (10x) amend its Bylaws or other governing documents; (xi) enter into any union, collective bargaining agreementsor similar agreement; (11xii) increase fail to pay any trade accounts payable or other amount due to suppliers and trade creditors of the Company and the Subsidiaries as they become due in accordance with their terms (except those being contested in good faith); (xiii) sell any manner the compensation, enumeration or fringe benefits of any of its officers or employees (inventory other than increases in the hourly compensation of non-officer employees in the ordinary course of business consistent with past practice) or pay or agree to pay any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit planbusiness; (12xiv) issue borrow any shares of capital stock money against accounts receivable or issue otherwise factor any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stockaccounts receivable; (13xv) acquire any other corporation, entity or business (whether by purchase of stock, acquisition of assets, merger or otherwise); or (xvi) enter into an agreement to do take any of the things actions described in clauses (1i) through (12) xv). In connection with the continued operation of the business of the Company and the Subsidiaries between the date of this Section 3.1; or (14) take Agreement and the Closing Date, at the reasonable request of Acquiror, representatives of the Company shall confer in good faith with one or more representatives of Acquiror on operational matters of materiality and the general status of ongoing operations. The Company acknowledges that Acquiror does not thereby waive any action which would render inaccurate rights it may have under this Agreement as a result of this covenant to engage in consultations. Acquiror acknowledges that, notwithstanding the foregoing, Acquiror shall have no right to control in any representation manner the business of the Company and warranty made hereinthe Subsidiaries between the date of this Agreement and the Closing Date.

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, Without limiting the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries togenerality of Section 5.1(a), without the prior written consent of BuyerParent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall not: (1i) incur any indebtedness for borrowed money, except Liability other than current Liabilities that are not material in the aggregate and are incurred in the ordinary and usual course of business consistent with past practice in an amount not business, or fail to exceed $100,000pay any Liability when due or take or fail to take any action, the taking of which, or the failure to take of which, would permit any Liability to be accelerated; (2ii) assume, guarantee, endorse or otherwise become responsible for the obligations ofof any other Person other than endorsements of negotiable instruments in the ordinary course of business, or make any loans or advances to, to any other individual, firm or corporationPerson; (3iii) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend in cash or property with respect to its capital shares or declare or make any distribution in cash or property on, redeem, or purchase or otherwise acquire any Shares (whether in cash, capital stock or property) other than the dividend or distribution repurchase of any Shares by the Company pursuant to the Company's shareholders ’s 2008 Employee Share Purchase Plan, or the forfeiture of any Shares under the Company’s 2008 Employee Grant Share Plan, in each case upon the termination of any Company Stockholder’s employment with the Company), or split, combine or otherwise similarly change the outstanding Shares, or authorize the creation or issuance of or issue or sell any capital stock (other than the issuance of 558,611 Shares under the 2008 Employee Grant Plan to Olivier Amice or the issuance of Shares upon exercise of the shares of Kilovac Development, any dividends Warrants prior to the Company Closing Date) or any securities or obligations convertible into or exchangeable for, or giving any Person any right to acquire from it, any of its Subsidiaries and the repurchase of Common Stock held by Xxxxxxx Edict or Xxxxxx Xxxxxxx for an amount not to exceed $85,000 in the aggregatecapital shares; (4iv) mortgage, pledge or otherwise encumber any property or asset, except in the ordinary and usual course of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement)business; (5v) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development assets, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it it, except for sales of inventory in the ordinary and usual course of business and consistent with past practiceexcept as contemplated by this Agreement; (6vi) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure investments of a capital nature either by purchase of stock shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than Person except in the ordinary and usual course of its business and consistent with past practicebusiness; (8) vii) fail to perform its material obligations under material Contracts (except those being contested in good faith), or enter into into, renew, assume, amend in any material respect, or terminate any agreementmaterial Contract or commitment other than Contracts to purchase or sell goods or provide services entered into in the ordinary and usual course of business; (viii) amend, plan or leaseterminate, renew, or make otherwise alter any change Contract or relationship with the Company’s existing customers or suppliers, including, for the avoidance of doubt, those customers listed in Section 5.1(b)(viii) of the Disclosure Letter; (ix) except for regularly scheduled increases in accordance, both as to timing and amount, with normal prior practice, increase in any manner the compensation or fringe benefits of any of its agreementsofficers or employees or pay or agree to pay any pension or retirement allowance not required by any existing plan or agreement to any such officers or employees, plans or leasescommit itself to or enter into any employment agreement or any incentive compensation, deferred compensation, profit sharing, stock option, share purchase, savings, consulting, retirement, pension or other “fringe benefit” plan, award or arrangement with or for the benefit of any officer, employee or other Person, in all cases other than with respect to the issuance of not more than 558,611 Shares under the 2008 Employee Grant Plan to Olivier Amice; (9x) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled canceled or terminated or any of the coverage thereunder to lapse, unless it makes reasonable efforts to obtain simultaneously with such termination or cancellation replacement policies providing substantially the same coverage on commercially reasonable terms and, if so available, such policies are in full force and effect; (10xi) cancel, release, compromise or settle any material Claims; (xii) initiate any suit, action or other proceeding; (xiii) amend its Articles of Incorporation or Bylaws or other governing documents; (xiv) enter into any union, collective bargaining agreementsor similar agreement; (11xv) increase fail to pay any trade accounts payable or other amount due to suppliers and trade creditors of the Company as they become due in accordance with their terms; (xvi) fail to prepare and file all Tax Returns and amendments thereto required to be filed by it during the period from the date of this Agreement until the Closing (and shall allow Parent, at its request, to review all such Tax Returns prior to the filing thereof, which review shall not interfere with the timely filing thereof); (xvii) abandon or fail to maintain any manner the compensationCompany Intellectual Property Rights, enumeration or fringe benefits of any of its officers or employees (other than increases in the hourly compensation of non-officer employees in the ordinary and usual course of business consistent with past practice) business, license, assign, sell or pay or agree to pay otherwise transfer any pension, retirement allowance, or other benefit not required by any existing employee benefit plan to any such officers or employees, commit itself so any employment agreement or employee benefit plan with or for the benefit of any of its officers or employees or any other person, or alter, amend, terminate in whole or in part, or curtail or permanently discontinue distributions to, any pension plan or any other employee benefit planCompany Intellectual Property Rights; (12xviii) issue borrow any shares of capital stock money against accounts receivable or issue otherwise factor any warrants, options, calls, subscriptions, or other agreements or commitments obligating it to issue shares of capital stockaccounts receivable; (13xix) discard or destroy any material documents or records, or discard or destroy any documents or records relating to Taxes; (xx) acquire or enter into an agreement to do acquire, by merger, consolidation or purchase of stock or other equity interests or assets or any other manner, any interest in any other Person or assets constituting all or substantially all of the things described in clauses (1) through (12) of this Section 3.1a business or business unit; or (14xxi) make any commitment, authorize, take any action which would render inaccurate or enter into any representation agreement in furtherance of any of the foregoing. In connection with the continued operation of the business of the Company between the date of this Agreement and warranty made hereinthe Closing Date, officers of the Company shall consult in good faith on a regular basis with officers of the Parent on operational matters of materiality and the general status of ongoing operations. The Company acknowledges that Parent does not thereby waive any rights it may have under this Agreement as a result of this covenant to engage in consultations.