Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. From the date hereof until the Closing, the Company shall operate its business as a going concern consistent with prior practice and in the ordinary course of business (except as may be authorized pursuant to this Agreement or as set forth on Schedule 5.1(a) hereto). Without limiting the generality of the foregoing, from the date hereof until the Closing, except for transactions contemplated by this Agreement or expressly approved in writing by Merger Sub, the Company shall not: (i) make any increases in the level of compensation of its officers or employees, or make any changes in pensions, benefits, bonus or severance plans except such increases or changes as are mandated by existing contracts or policies (it being understood that bonus payments to employees shall continue to accrue as a Company liability in accordance with historic practice through the Closing Date); (ii) purchase, lease or otherwise acquire any real estate or any interest therein; (iii) declare, set aside or pay any dividend or make any other distribution with respect to any Equity Security; (iv) merge or consolidate with or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, acquire securities of or otherwise acquire any Person; (v) sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of any of its assets, properties, rights or claims, whether tangible or intangible, except in the ordinary course of business consistent with prior practice; (vi) authorize for issuance, issue, sell or deliver any of its own Equity Securities; (vii) split, combine or reclassify any class of Equity Security or redeem or otherwise acquire, directly or indirectly, any of its Equity Securities; (viii) incur any additional indebtedness above that shown on the Company Statement, or any other liability, guaranty or obligation (fixed or contingent) other than in the ordinary course of business consistent with prior practice; (ix) place or permit to be placed any Lien on any of its assets or properties, other than statutory Liens arising in the ordinary course of business; (x) make or authorize any amendments or changes to its Charter or By-Laws, or make or authorize any change to its existing capitalization; (xi) make investments in excess of $50,000 in the aggregate in property, plant and equipment and other items of capital expenditure; (xii) accelerate receivables or delay or postpone payment of any accounts payable or other liability, except in the ordinary course of business consistent with prior practice; (xiii) abandon any part of its business; (xiv) make any payment, distribution or advance of cash, securities or other property to any of the Stockholders or any related parties, except pursuant to currently existing compensation arrangements or historic practices of the Company (including the repayment of Stockholder Advances prior to the Closing); (xv) make any change in financial or Tax accounting principles or methods from those employed as of the date of the audited Financial Statements, except as required by GAAP or by applicable law or regulatory requirements; or (xvi) make any material Tax election, file any amended return or settle or compromise any material federal, state or local Tax liability.

Interim Conduct of Business. From the date hereof of this Agreement until the ClosingMerger Closing or any earlier termination of this Agreement in accordance with its terms, unless approved by the Buyer in writing, CGI will cause each Coast Company shall to operate its business as a going concern consistent consistently with prior past practice and in the ordinary course of business business, and will cause each Coast Company not to: (except as may be authorized pursuant to this Agreement or as set forth on Schedule 5.1(a) hereto). Without limiting the generality of the foregoing, from the date hereof until the Closing, except for transactions contemplated by this Agreement or expressly approved in writing by Merger Sub, the Company shall not: (i) make any increases in the level of compensation of its officers or employees, or make any changes in pensions, benefits, bonus or severance plans except such increases or changes as are mandated by existing contracts or policies (it being understood that bonus payments to employees shall continue to accrue as a Company liability in accordance with historic practice through the Closing Date); (ii) purchase, lease or otherwise acquire any real estate or any interest therein; (iii) declare, set aside or pay any dividend or make any other distribution with respect to any Equity Security; (iva) merge or consolidate with or agree to merge or consolidate with, or sell or agree to sell all or substantially all of its Property to, or purchase or agree to purchase all or substantially all of the assets Property of, acquire securities of or otherwise acquire acquire, any Person; other Person or a division thereof, except as provided in this Agreement or the Merger Agreement; (vb) amend its Articles of Incorporation or Bylaws (other than to increase the authorized number of directors to 7); (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, lease or otherwise dispose of or agree to sell, lease consume or otherwise dispose of any of its assets, properties, rights or claims, whether tangible or intangibleProperty, except in the ordinary course of business consistent with prior practice; past practices; (vie) authorize for issuance, issue, sell or deliver any additional shares of its own Equity Securities; (vii) split, combine or reclassify capital stock of any class or any securities or obligations convertible into shares of Equity Security its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock of any class, other than (in each case) the issuance of Common Stock pursuant to the exercise of Stock Rights listed in Schedule 4.1; (f) declare any dividend on, make any distribution with respect to, or redeem or otherwise acquirerepurchase, directly its capital stock; (g) modify, amend or indirectlyterminate any Benefit Plans, any of its Equity Securities; (viii) incur any additional indebtedness above that shown on the Company Statement, except as required under Legal Requirements or any other liabilityDisclosable Contract; (h) agree, guaranty undertake or obligation (fixed or contingent) other than in the ordinary course of business consistent with prior practice; (ix) place or permit commit to be placed make any Lien on any of its assets or properties, other than statutory Liens arising in the ordinary course of business; (x) make or authorize any amendments or changes to its Charter or By-Laws, or make or authorize any change to its existing capitalization; (xi) make investments capital expenditure in excess of $50,000 200,000 in the aggregate in property, plant and equipment and other items of capital expenditure; (xii) accelerate receivables or delay or postpone payment of any accounts payable or other liabilityaggregate, except as set forth in the ordinary course of business consistent with prior practice; Schedule 4.22; or (xiiii) abandon any part of its business; (xiv) make any payment, distribution authorize or advance of cash, securities or other property enter into an agreement to do any of the Stockholders or any related parties, except pursuant to currently existing compensation arrangements or historic practices of the Company (including the repayment of Stockholder Advances prior to the Closing); (xv) make any change in financial or Tax accounting principles or methods from those employed as of the date of the audited Financial Statements, except as required by GAAP or by applicable law or regulatory requirements; or (xvi) make any material Tax election, file any amended return or settle or compromise any material federal, state or local Tax liabilityforegoing.

Interim Conduct of Business. From the date hereof until the Closing, the Company shall operate its business Except as a going concern consistent with prior practice and provided in the ordinary course of business (except as may be authorized pursuant to this Agreement or as set forth on Schedule 5.1(a) hereto). Without limiting the generality of the foregoingSection 5.1 hereof, from the date hereof until the Closing, unless approved by the Buyer in writing, the Company and each Subsidiary shall operate the Business consistent with past practice and in the ordinary course of business and, except for transactions as permitted or contemplated by this Agreement or expressly approved in writing by Merger SubAgreement, the Company shall will not: (i) make any increases in the level of compensation of its officers or employees, or make any changes in pensions, benefits, bonus or severance plans except such increases or changes as are mandated by existing contracts or policies (it being understood that bonus payments to employees shall continue to accrue as a Company liability in accordance with historic practice through the Closing Date); (ii) purchase, lease or otherwise acquire any real estate or any interest therein; (iii) declare, set aside or pay any dividend or make any other distribution with respect to any Equity Security; (iva) merge or consolidate with or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, acquire securities or sell or agree to sell all or substantially all of the assets of the Company or any Subsidiary, or take any action or make any commitment with respect to a possible liquidation, recapitalization, reorganization or other winding up of the business of the Company or any Subsidiary or otherwise acquire acquire, any Personcorporation, limited liability company, partnership, or other business organization or division thereof; (vb) amend the certificate or articles of incorporation or by-laws of any such company; (c) make any changes in its accounting methods, principles or practices; (d) encumber, sell, lease or otherwise dispose of or agree to selltransfer, lease or otherwise dispose of any of its assets, properties, rights or claims, whether tangible or intangible, except in the ordinary course of business consistent with prior practicepast practices; (vie) authorize for issuance, issue, sell or deliver any additional shares of the Company's capital stock of any class or any securities or obligations convertible into shares of its own Equity Securitiescapital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock of any class; (viif) splitdeclare any dividend on, combine or reclassify make any class distribution with respect to, the capital stock of Equity Security or redeem or otherwise acquire, directly or indirectly, any of its Equity Securitiessuch company; (viiig) incur establish, modify, amend or terminate any additional indebtedness above that shown on Benefit Plans or Material Contracts, except as may be required under applicable law; (h) agree, undertake or commit to make any capital expenditure in excess of $10,000, except as set forth in Schedule 3.26; (i) agree, undertake, or commit to carry out any investigation, assessment, remediation, or response action regarding the presence or possible presence of any Hazardous Materials, unless the results are communicated to the Buyer in writing; (j) cause the Company Statementto incur or assume any liabilities for borrowed money, or any other liability, guaranty or obligation (fixed or contingent) other than liabilities incurred in the ordinary course of business consistent with prior practicepast practices; (ixk) place mortgage or permit to be placed pledge any Lien on Common Stock or create any of its assets or properties, other than statutory Liens arising in the ordinary course of businessthereon; (xl) make cancel or authorize waive or modify any amendments claims or changes rights with a value to its Charter or By-Laws, or make or authorize any change to its existing capitalization; (xi) make investments the Company in excess of $50,000 in the aggregate in property, plant and equipment and other items of capital expenditure10,000; (xiim) accelerate receivables promote or delay hire any employees of the Company or postpone payment recall any laid-off employees of any accounts payable or other liability, the Company except in the ordinary course of business consistent with prior practicepast practices; (xiiin) abandon defer making payments of any part accounts payable or other obligations of its businessthe Company unless such deferral is due to a good faith dispute as to liability or amount or is in accordance with the Company's past practices as to the timing of payments of such payables or other obligations; (xivo) make any payment, distribution or advance of cash, securities or other property to allow any of the Stockholders Company's insurance coverage to lapse; (p) purchase any securities other than investments in money market funds or similar investments consistent with the Company's past practices; (q) enter into or take any related partiesaction, except other than actions required to be taken pursuant to currently existing compensation agreements or arrangements or historic practices of the Company (including the repayment of Stockholder Advances entered into prior to the Closing); (xv) make any change in financial or Tax accounting principles or methods from those employed as of the date of the audited Financial Statementsthis Agreement, except as required by GAAP in connection with hedxxx, xrades or by applicable law or regulatory requirementsswaps of any commodity; or (xvir) make authorize or enter into an agreement to do any material Tax election, file any amended return or settle or compromise any material federal, state or local Tax liabilityof the foregoing.

Interim Conduct of Business. From the date hereof of this Agreement until the ClosingClosing or any earlier termination of this Agreement in accordance with its terms, unless approved by the Buyer in writing, the Company shall and the LLC will operate its business as a going concern consistent consistently with prior past practice and in the ordinary course of business (except as may be authorized pursuant to this Agreement or as set forth on Schedule 5.1(a) hereto). Without limiting the generality of the foregoingbusiness, from the date hereof until the Closing, except for transactions contemplated by this Agreement or expressly approved in writing by Merger Sub, the Company shall notand neither will: (i) make any increases in the level of compensation of its officers or employees, or make any changes in pensions, benefits, bonus or severance plans except such increases or changes as are mandated by existing contracts or policies (it being understood that bonus payments to employees shall continue to accrue as a Company liability in accordance with historic practice through the Closing Date); (ii) purchase, lease or otherwise acquire any real estate or any interest therein; (iii) declare, set aside or pay any dividend or make any other distribution with respect to any Equity Security; (iva) merge or consolidate with or agree to merge or consolidate with, or sell or agree to sell all or substantially all of its Property to, or purchase or agree to purchase all or substantially all of the assets Property of, acquire securities of or otherwise acquire acquire, any Personother Person or a division thereof, except as provided in this Agreement; (vb) amend its articles of incorporation, bylaws, articles of organization or operating agreement except as may be necessary to effect this Agreement and the transaction contemplated hereby (which the Company and the LLC agree to complete on a timely basis); (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, lease or otherwise dispose of or agree to sell, lease consume or otherwise dispose of any of its assets, properties, rights or claims, whether tangible or intangibleProperty, except in the ordinary course of business consistent with prior practicepast practices, or, in the case of the Company, sell or otherwise dispose of any interest in its membership interest in the LLC as of the date hereof; (vie) authorize for issuance, issue, sell or deliver any additional shares of its own capital stock of any class or any Stock Rights with respect thereto or and additional membership interest or any LLC Equity SecuritiesRights with respect thereto, other than, in each case, the issuance of Shares or Units pursuant to the exercise of any outstanding warrants, the exercise of any conversion rights under Shares outstanding on the date hereof and the exercise of any stock options outstanding on the date hereof; (viif) splitdeclare any dividend on, combine or reclassify make any class of Equity Security distribution with respect to, or redeem or otherwise acquirerepurchase, directly its capital stock or indirectly, any of its Equity Securitiesmembership interests; (viiig) incur modify, amend or terminate any additional indebtedness above that shown on the Company Statement, or any other liability, guaranty or obligation (fixed or contingent) other than in the ordinary course of business consistent with prior practice; (ix) place or permit to be placed any Lien on any of its assets or properties, other than statutory Liens arising in the ordinary course of business; (x) make or authorize any amendments or changes to its Charter or By-Laws, or make or authorize any change to its existing capitalization; (xi) make investments in excess of $50,000 in the aggregate in property, plant and equipment and other items of capital expenditure; (xii) accelerate receivables or delay or postpone payment of any accounts payable or other liability, except in the ordinary course of business consistent with prior practice; (xiii) abandon any part of its business; (xiv) make any payment, distribution or advance of cash, securities or other property to any of the Stockholders or any related parties, except pursuant to currently existing compensation arrangements or historic practices of the Company (including the repayment of Stockholder Advances prior to the Closing); (xv) make any change in financial or Tax accounting principles or methods from those employed as of the date of the audited Financial StatementsBenefit Plan, except as required by GAAP under Legal Requirements or by applicable law or regulatory requirementsany Disclosable Contract; or (xvih) make authorize or enter into a Contract to do any material Tax election, file any amended return or settle or compromise any material federal, state or local Tax liabilityof the foregoing.

Interim Conduct of Business. From the date hereof until the Closing, the Company shall operate its business Except as a going concern consistent with prior practice and provided in the ordinary course of business (except as may be authorized pursuant to this Agreement or as set forth on Schedule 5.1(a) hereto). Without limiting the generality of the foregoingSection 5.1 hereof, from the date hereof until the Closing, unless approved by the Buyer in writing, the Sellers shall cause the Company and each Subsidiary to operate the Business consistent with past practice and in the ordinary course of business and, except for transactions as permitted or contemplated by this Agreement or expressly approved in writing by Merger SubAgreement, will not permit the Company shall notor any Subsidiary to: (i) make any increases in the level of compensation of its officers or employees, or make any changes in pensions, benefits, bonus or severance plans except such increases or changes as are mandated by existing contracts or policies (it being understood that bonus payments to employees shall continue to accrue as a Company liability in accordance with historic practice through the Closing Date); (ii) purchase, lease or otherwise acquire any real estate or any interest therein; (iii) declare, set aside or pay any dividend or make any other distribution with respect to any Equity Security; (iva) merge or consolidate with or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, acquire securities or sell or agree to sell all or substantially all of the assets of the Company or any Subsidiary, or take any action or make any commitment with respect to a possible liquidation, recapitalization, reorganization or other winding up of the business of the Company or any Subsidiary or otherwise acquire acquire, any Personcorporation, limited liability company, partnership, or other business organization or division thereof; (vb) amend the certificate or articles of incorporation or by-laws of any such company; (c) make any changes in its accounting methods, principles or practices; (d) encumber, sell, lease or otherwise dispose of or agree to selltransfer, lease or otherwise dispose of any of its assets, properties, rights or claims, whether tangible or intangible, except in the ordinary course of business consistent with prior practicepast practices; (vie) authorize for issuance, issue, sell or deliver any additional shares of the Company's capital stock of any class or any securities or obligations convertible into shares of its own Equity Securitiescapital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock of any class; (viif) splitdeclare any dividend on, combine or reclassify make any class distribution with respect to, the capital stock of Equity Security or redeem or otherwise acquire, directly or indirectly, any of its Equity Securitiessuch company; (viiig) incur establish, modify, amend or terminate any additional indebtedness above that shown on Benefit Plans or Material Contracts, except as may be required under applicable law; (h) agree, undertake or commit to make any capital expenditure in excess of $10,000, except as set forth in Schedule 3.26; (i) agree, undertake, or commit to carry out any investigation, assessment, remediation, or response action regarding the presence or possible presence of any Hazardous Materials, unless the results are communicated to the Buyer in writing; (j) cause the Company Statementto incur or assume any liabilities for borrowed money, or any other liability, guaranty or obligation (fixed or contingent) other than liabilities incurred in the ordinary course of business consistent with prior practicepast practices; (ixk) place mortgage or permit to be placed pledge any Lien on Stock or create any of its assets or properties, other than statutory Liens arising in the ordinary course of businessthereon; (xl) make cancel or authorize waive or modify any amendments claims or changes rights with a value to its Charter or By-Laws, or make or authorize any change to its existing capitalization; (xi) make investments the Company in excess of $50,000 in the aggregate in property, plant and equipment and other items of capital expenditure10,000; (xiim) accelerate receivables promote or delay hire any employees of the Company or postpone payment recall any laid-off employees of any accounts payable or other liability, the Company except in the ordinary course of business consistent with prior practicepast practices; (xiiin) abandon defer making payments of any part of its business; (xiv) make any payment, distribution or advance of cash, securities accounts payable or other property obligations of the Company unless such deferral is due to a good faith dispute as to liability or amount or is in accordance with the Company's past practices as to the timing of payments of such payables or other obligations; (o) allow any of the Stockholders or any related parties, except pursuant Company's insurance coverage to currently existing compensation arrangements or historic practices of the Company (including the repayment of Stockholder Advances prior to the Closing)lapse; (xv) make any change in financial or Tax accounting principles or methods from those employed as of the date of the audited Financial Statements, except as required by GAAP or by applicable law or regulatory requirements; or (xvi) make any material Tax election, file any amended return or settle or compromise any material federal, state or local Tax liability.