Common use of Material Transactions Clause in Contracts

Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each party hereto, including its respective subsidiaries, if any, will not, without first obtaining the written consent of the other parties hereto: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business; (4) except as contemplated herein, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transaction.

Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each party hereto, including its respective subsidiaries, if any, will not, without first obtaining the written consent of the other parties hereto: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business; (4) except as contemplated hereinstipulated in Section 6.1, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its operating agreement, charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalizationrecapitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transaction.

Material Transactions. Except as contemplated by this Agreement, prior to --------------------- the Effective Time, each neither party hereto, including its respective subsidiaries, if any, will notwill, without first obtaining the written consent of the other parties heretoparty: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business5,000.00; (4) except as contemplated stipulated herein, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its operating agreement, charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalizationrecapitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transactiontransaction with the exception that Explore is currently negotiating with another Technology company with the object of a further acquisition on terms and conditions similar to this agreement.

Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each neither party hereto, including its respective subsidiaries, if any, will notwill, without first obtaining the written consent of the other parties heretoparty: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business; (4) except as contemplated stipulated herein, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its operating agreement, charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalizationrecapitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transaction.

Material Transactions. Except as contemplated by this Agreement, prior --------------------- to the Effective Time, each neither party hereto, including its respective subsidiaries, if any, will notwill, without first obtaining the written consent of the other parties heretoparty: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business5,000.00; (4) except as contemplated stipulated herein, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-profit- sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its operating agreement, charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalizationrecapitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transactiontransaction with the exception that Explore is currently negotiating with another Technology company with the object of a further acquisition on terms and conditions similar to this agreement.

Material Transactions. Except as contemplated by this Agreement, prior to the Effective Time, each party hereto, including its respective subsidiaries, if any, will not, without first obtaining the written consent of the other parties hereto: (1) dispose of or encumber any asset or enter into any transaction or make any contract commitment relating to the properties, assets and business of such entity, other than in the ordinary course of business or as otherwise disclosed herein; (2) enter into any employment contract which is not at will or terminable upon notice of thirty (30) days or less, without penalty; (3) enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $10,000.00, except in the ordinary course of business; (4) except as contemplated hereinotherwise stated, issue or sell, or agree to issue or sell, any shares of capital stock or other securities of such entity; (5) make any payment or distribution under any bonus, pension, profit-sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such entities usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement of providing for bonusesbonuses (other than pursuant to normal past practices), executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate any plan; (6) extend credit to anyone except in the ordinary course of business consistent with prior practice; (7) guarantee the obligation of any person, firm or corporation; (8) amend its operating agreement, charter or bylaws, or applicable organizational documents; (9) set aside or pay any cash dividend or any other distribution on or in respect of its capital stock or any redemption, retirement or purchase with respect to its capital stock or issue any additional shares of its capital stock; or engage in any stock split, re-capitalizationrecapitalization, reorganization or comparable transaction; (10) discharge or satisfy any lien, charge, encumbrance or indebtedness outside the ordinary course of business; (11) institute, settle or agree to settle any litigation, action or proceeding before any court or governmental body; (12) authorize any compensation increase of any kind whatsoever for any employee, consultant or other representative; or (13) engage in any extraordinary transaction.