Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. From the date of this Agreement until the Closing or any earlier termination of this Agreement in accordance with its terms, unless approved by NetObjects in writing, the Company will operate its business consistently with past practice and in the ordinary course of business, and will not: (a) 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 Property of, or otherwise acquire, any other Person or a division thereof, except as provided in this Agreement; (b) amend its Certificate of Incorporation or Bylaws; (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, consume or otherwise dispose of any Property, except in the ordinary course of business consistent with past practices; (e) authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of 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 the outstanding stock options held by Xxxxxxx Xxxxxxxxx prior to the Merger Effective Time; (f) declare any dividend on, make any distribution with respect to, or redeem or repurchase, its capital stock except under existing repurchase agreements or obligations as set forth in Schedule 2.1; (g) modify, amend or terminate any Benefit Plans, except as required under Legal Requirements or any Disclosable Contract; or (h) authorize or enter into an agreement to do any of the foregoing.

Interim Conduct of Business. From the date of this Agreement until the Closing or any earlier termination of this Agreement in accordance with its terms, unless approved by NetObjects the Buyer in writing, the Company will operate its business consistently with past practice and in the ordinary course of business, and will not: (a) 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 Property of, or otherwise acquire, any other Person or a division thereof, except as provided in this Agreement; (b) amend its Certificate articles of Incorporation incorporation or Bylawsby-laws; (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, consume or otherwise dispose of any Property, except in the ordinary course of business consistent with past practices; (e) authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of 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 the outstanding stock options held by Xxxxxxx Xxxxxxxxx prior to and warrants (but not the Merger Effective TimeRights) listed in Section 2.1(a); (f) declare any dividend on, make any distribution with respect to, or redeem or repurchase, its capital stock except under existing repurchase agreements or obligations as set forth in Schedule 2.1; (g) modify, amend or terminate any Benefit Plans, except as required under Legal Requirements or any Disclosable Contract; or (h) authorize or enter into an agreement to do any of the foregoing.

Interim Conduct of Business. From the date of this Agreement until the Closing or any earlier termination of this Agreement in accordance with its terms, unless approved by NetObjects the Buyer in writing, the Company will operate its business consistently with past practice and in the ordinary course of business, and will not: (a) 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 Property of, or otherwise acquire, any other Person or a division thereof, except as provided in this Agreement; (b) amend its Certificate articles of Incorporation incorporation or Bylawsby-laws except as may be necessary to effect this Agreement and the transaction contemplated hereby (which the Company agrees to complete on a timely basis); (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, consume or otherwise dispose of any Property, except in the ordinary course of business consistent with past practices; (e) authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of Stock Rights with respect to its capital stock or issue or grant any option, warrant or other right to purchase any shares of its capital stock of any classstock, other than, in each case, the issuance of Common Stock pursuant to the exercise of any conversion rights under Shares outstanding on the outstanding date hereof and the exercise of any stock options held by Xxxxxxx Xxxxxxxxx prior to outstanding on the Merger Effective Timedate hereof; (f) except as contemplated in Section 6.8, declare any dividend on, make any distribution with respect to, or redeem or repurchase, its capital stock except under existing repurchase agreements or obligations as set forth in Schedule 2.1stock; (g) except as provided in Section 1.18(f), modify, amend or terminate any Benefit Plans, except as required under Legal Requirements or any Disclosable Contract; or (h) authorize or enter into an agreement to do any of the foregoing.

Interim Conduct of Business. From the date of this Agreement until the Closing or any earlier termination of this Agreement in accordance with its terms, unless approved by NetObjects the Buyer in writing, the Company will operate its business consistently with past practice and in the ordinary course of business, and will not: (a) 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 Property of, or otherwise acquire, any other Person or a division thereof, except as provided in this Agreement; (b) amend its Certificate articles of Incorporation incorporation or Bylawsby-laws; (c) make any changes in its accounting methods, principles or practices, except as required by GAAP; (d) sell, consume or otherwise dispose of any Property, except in the ordinary course of business consistent with past practices; (e) authorize for issuance, issue, sell or deliver any additional shares of its capital stock of any class or any securities or obligations convertible into shares of 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 the outstanding stock options held by Xxxxxxx Xxxxxxxxx prior to the Merger Effective Timelisted in Section 2.1(a); (f) except as provided in the Plan of Merger, accelerate, amend or change the period of exercisability of vesting of options or other Stock Rights granted under its stock option plans or authorize cash payments in exchange for any options or other Stock Rights granted under any of such plans; (g) declare any dividend on, make any distribution with respect to, or redeem or repurchase, its capital stock except under existing repurchase agreements or obligations as set forth in Schedule 2.1; (gh) modify, amend or terminate any Benefit Plans, except as otherwise set forth herein or as required under Legal Requirements or any Disclosable Contract; (i) enter into any material Contract, or violate, amend or otherwise modify or waive any of the terms of any of its material Contracts other than amendments or modifications in the ordinary course of business consistent with past practice; (j) transfer or license to any Person or otherwise extend, amend or modify any rights to the Company Intellectual Property other than the grant of non-exclusive licenses in the ordinary course of business consistent with past practice; (k) enter into or amend any Contracts pursuant to which any other Person is granted exclusive marketing, manufacturing or other exclusive rights of any type or scope with respect to any of its products or technology; (l) incur or commit to incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (m) enter into any operating leases requiring cumulative annual payments in excess of $25,000; (n) pay, discharge or satisfy in an amount in excess of $25,000 in any one case or $50,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Financial Statements; (o) incur or commit to incur any capital expenditures in excess of $50,000 in the aggregate; (p) materially reduce the amount of any material insurance coverage provided by existing insurance policies; (q) terminate or waive any right of substantial value, other than in the ordinary course of business; (r) take any of the following actions: (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, except for increases in salary or wages of non-officer employees in the ordinary course of business and in accordance with past practices, (ii) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, any officer or employee, (iii) enter into any collective bargaining agreement, or (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees, except as otherwise provided in the Plan of Merger; (s) commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Business, provided that it consults with the Buyer prior to the filing of such suit; (t) make any material Tax election other than in the ordinary course of business and consistent with past practice, change any material Tax election, adopt any Tax accounting method, file any Tax return (other than any estimated Tax returns, immaterial information returns, payroll Tax returns or sales Tax returns) or any amendment to a Tax return, enter into any closing agreement, settle any Tax claim or assessment or consent to any Tax claim or assessment provided that the Buyer shall not unreasonably withhold or delay approval of any of the foregoing actions; (u) revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or (hv) authorize or enter into an agreement to do any of the foregoing.