Common use of Material Transactions Clause in Contracts

Material Transactions. Except as set forth on Schedule 4.1(c), Sellers will not permit Latin America, Mexico or any of the Subsidiaries to: (i) amend its articles of incorporation or bylaws; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that is not terminable at will, without penalty or continuing obligation to the Buyer; (v) sell, transfer, lease or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice; (vi) except as set forth in Schedule 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing title on any of its assets or other property, except Permitted Encumbrances; (vii) except as set forth in Schedule 4.1, make, change or revoke any tax election or make any agreement or settlement with any taxing authority; (viii) declare or pay any dividend or other dis tribution (except in respect of the payment of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries; (ix) except to the extent set forth in Schedule 4.1, increase or otherwise change the compensation payable or to become payable to any officer, employee or agent; (x) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate; (xi) except as set forth in Schedule 4.1, incur any debt or other obligation for money borrowed; (xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice; (xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29- (xv) loan, advance funds or make an investment in or capital contribution to any person, except advances made in the ordinary course of business to employees in the ordinary course of business consistent with past practices; (xvi) increase any prepaid expenses or other in tangible asset the full right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insurance); (xvii) take any action or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts; (xviii) impose or collect any intercompany charge with respect to Latin America or Mexico in excess of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" prices; or (xix) enter into any agreement to do any of the foregoing. (xx) Notwithstanding any of the foregoing, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging in any intercompany transactions with any of the European Subsidiaries, provided that, except with respect to Latin America, Mexico and the Subsidiaries other than the European Subsidiaries, all such inter company transactions shall be permitted so long as they are settled or forgiven on or prior to the Closing Date and are in accordance with Section 4.1(c)(xviii) above.

Material Transactions. Except as set forth on Schedule 4.1(c), Sellers DI will not permit Latin America, Mexico or any of the Subsidiaries to:not: --------------------- (i) amend its articles Enter into any contract or commitment the performance of incorporation or bylawswhich may extend beyond the Closing Date, except those made in the Ordinary Course of Business; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter Enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that which is not terminable at willterminable, without penalty or continuing obligation to the Buyerother owed compensation, at will; (viii) sell, transfer, lease Incur or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice; (vi) except as set forth in Schedule 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, license, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing affecting title on any of its assets or other property, except Permitted Encumbrancesproperty other than in the Ordinary Course of Business; (viiiv) except as set forth in Schedule 4.1, make, change Waive or revoke any tax election or make any agreement or settlement with any taxing authority; (viii) declare or pay any dividend or other dis tribution (except in respect of permit the payment loss of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries; (ix) substantial right except to the extent set forth in Schedule 4.1, increase or otherwise change consistent with the compensation payable or to become payable to any officer, employee or agentOrdinary Course of Business; (xv) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate; (xi) except as set forth in Schedule 4.1, incur any debt or other obligation for money borrowed; (xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice; (xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee Guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29- (xv) loan, advance funds or make an investment in or capital contribution to any person, business entity except advances made in the ordinary course Ordinary Course of business to employees in the ordinary course of business consistent with past practicesBusiness; (xvivi) increase Except for distributions ("Permitted Distributions") to the DI Shareholders of cash and the property comprised exclusively of the assets of DI described on Schedule 4.01 of the Disclosure Statement, the aggregate fair market value of which, together with the amount of such cash, shall not, as of the Closing Date, exceed the good faith estimate of the Warranting Shareholders of the amount of the accumulated adjustments account (as defined in section 1368(e)(1) of the Code) of DI (the "Aggregate AAA Value") as of such date, take any prepaid expenses or other action set forth in tangible asset the full right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insuranceSection 2.8(e); (xviivii) take Take any action set forth in Section 2.8(f), (g), (i) or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts(m); (xviiiviii) impose Enter into any transaction with, or collect make any intercompany charge with respect to Latin America or Mexico in excess payment to, any Related Party, except for those Permitted Related Party Transactions contemplated by Schedules 2.18 and 2.20 of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" pricesDisclosure Statement; or (xixix) enter into any agreement Amend its articles of incorporation or bylaws; provided, however, that if and to do any the extent that the -------- ------- aggregate amount of Permitted Distributions is not equal to the foregoing. (xx) Notwithstanding any Aggregate AAA Value, as determined by an audit of such value to be conducted by the foregoing, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging independent auditors for CTC as soon as practicable after the Closing but in any intercompany transactions with any of the European Subsidiariescase prior to June 30, provided that1997, except with respect to Latin Americaif such amount exceeds such Aggregate AAA Value, Mexico and the Subsidiaries other than the European Subsidiaries, all such inter company transactions excess shall be permitted so long as they are settled or forgiven on or prior repaid by the DI Shareholders to Merger Sub and, if such amount is less than such Aggregate AAA Value, such difference shall be paid by Merger Sub to the Closing Date and are in accordance with Section 4.1(c)(xviii) aboveDI Shareholders.

Material Transactions. Except as set forth on Schedule SCHEDULE 4.1(c), Sellers will not permit Latin America, Mexico or any of the Subsidiaries to: (i) amend its articles of incorporation or bylaws; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that is not terminable at will, without penalty or continuing obligation to the Buyer; (v) sell, transfer, lease or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice; (vi) except as set forth in Schedule SCHEDULE 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing affecting title on any of its assets or other property, except Permitted Encumbrances; (vii) except as set forth in Schedule 4.1, make, change or revoke any tax election or make any agreement or settlement with any taxing authority; (viii) declare or pay any dividend or other dis tribution distribution (except in respect of the payment of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion subsection shall not apply to the European Subsidiaries; (ix) except to the extent set forth in Schedule SCHEDULE 4.1, increase or otherwise change the compensation payable or to become payable to any officer, employee or agent; (x) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate; (xi) except as set forth in Schedule SCHEDULE 4.1, incur any debt or other obligation for money borrowed; (xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice; (xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29-; (xv) loan, advance funds or make an investment in or capital contribution to any person, except advances made in the ordinary course of business to employees in the ordinary course of business consistent with past practices; (xvi) increase any prepaid expenses or other in tangible intangible asset the full right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insurance); (xvii) take any action or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts; (xviii) impose or collect any intercompany charge with respect to Latin America or Mexico in excess of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" prices; or (xix) enter into any agreement to do any of the foregoing. (xx) Notwithstanding any of the foregoing, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging in any intercompany inter-company transactions with any of the European Subsidiaries, provided that, except with respect to Latin America, Mexico and the Subsidiaries other than the European Subsidiaries, all such inter inter-company transactions shall be permitted so long as they are settled or forgiven on or prior to the Closing Date and are in accordance with Section 4.1(c)(xviii) above.

Material Transactions. Except as set forth on Schedule 4.1(c)otherwise expressly provided in --------------------- this Agreement, Sellers the Seller will not permit Latin America, Mexico or any of the Subsidiaries tonot: (i) amend its articles of incorporation or bylaws; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter Enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that which is not terminable at will, without penalty or continuing obligation to the Buyerobligation; (vii) sellSell, transfer, lease or otherwise dispose of any of its assets other than inventoryasset, receivables and obsolete equipment except in the ordinary course of business and consistent with past practice; (viiii) except as set forth in Schedule 4.1Incur, incurcreate, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, license, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing affecting title on any of its assets or other property, except Permitted Encumbrances; (viiiv) Fail to pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets or otherwise required to be paid by it, or fail to pay when due any liability or charge, except as set forth for taxes the Seller is protesting in Schedule 4.1, make, change or revoke good faith if the Seller promptly gives notice to Purchaser of any tax election or make any agreement or settlement with any taxing authoritysuch protest; (viiiv) declare or pay any dividend or other dis tribution (except in respect of the payment of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries; (ix) except to the extent set forth in Schedule 4.1, increase Increase or otherwise change the compensation payable or to become payable to any officer, employee or agent, except normal merit increases made in the ordinary course of business and consistent with past practice; (xvi) make Make or authorize the making of any capital expenditure other than capital expenditures in excess the ordinary course of business and not exceeding $50,000 5,000 individually or $25,000 in the aggregate; (xivii) except as set forth in Schedule 4.1, incur Incur any debt or other obligation for money borrowedborrowed except open account trade payables incurred in the ordinary course of business; (xiiviii) incur Incur any other obligation or liability, absolute or contingent contingent, except in the ordinary course of business and consistent with past practice; (xiiiix) cancel Waive or permit the waiver loss of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29- (xv) loan, advance funds or make an investment in or capital contribution to any person, except advances made in the ordinary course of business to employees in the ordinary course of business consistent with past practices; (xvi) increase any prepaid expenses or other in tangible asset the full substantial right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insurance); (xvii) take any action or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts; (xviii) impose or collect any intercompany charge with respect to Latin America or Mexico in excess of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" prices; or (xixx) enter into Deliver any agreement cash or property to any of (A) the Shareholders, (B) any other shareholders of Seller or (C) any Affiliate of the Seller or of any such other person, whether as compensation for goods or services or payments under existing commitments or obligations (other than payments of wages and other compensation in amounts not greater than that of the Recent GAAP Financial Statement to the Shareholders), or incur any obligation to do any of the foregoing. (xx) Notwithstanding any of the foregoingso, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging in any intercompany transactions with any of the European Subsidiaries, provided except that, except with respect if applicable, Seller may make any lease payments it is obligated to Latin America, Mexico and make under the Subsidiaries other than lease pursuant to which it occupies the European Subsidiaries, all such inter company transactions shall be permitted so long as they are settled or forgiven on or prior to the Closing Date and are in accordance with Section 4.1(c)(xviii) aboveFacilities.

Material Transactions. Except as set forth on Schedule 4.1(c), Sellers DI will not permit Latin America, Mexico or any of the Subsidiaries tonot: (i) amend its articles Enter into any contract or commitment the performance of incorporation or bylawswhich may extend beyond the Closing Date, except those made in the Ordinary Course of Business; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter Enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that which is not terminable at willterminable, without penalty or continuing obligation to the Buyerother owed compensation, at will; (viii) sell, transfer, lease Incur or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice; (vi) except as set forth in Schedule 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, license, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing affecting title on any of its assets or other property, except Permitted Encumbrancesproperty other than in the Ordinary Course of Business; (viiiv) except as set forth in Schedule 4.1, make, change Waive or revoke any tax election or make any agreement or settlement with any taxing authority; (viii) declare or pay any dividend or other dis tribution (except in respect of permit the payment loss of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries; (ix) substantial right except to the extent set forth in Schedule 4.1, increase or otherwise change consistent with the compensation payable or to become payable to any officer, employee or agentOrdinary Course of Business; (xv) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate; (xi) except as set forth in Schedule 4.1, incur any debt or other obligation for money borrowed; (xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice; (xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee Guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29- (xv) loan, advance funds or make an investment in or capital contribution to any person, business entity except advances made in the ordinary course Ordinary Course of business to employees in the ordinary course of business consistent with past practicesBusiness; (xvivi) increase Except for distributions ("Permitted Distributions") to the DI Shareholders of cash and the property comprised exclusively of the assets of DI described on Schedule 4.01 of the Disclosure Statement, the aggregate fair market value of which, together with the amount of such cash, shall not, as of the Closing Date, exceed the good faith estimate of the Warranting Shareholders of the amount of the accumulated adjustments account (as defined in section 1368(e)(1) of the Code) of DI (the "Aggregate AAA Value") as of such date, take any prepaid expenses or other action set forth in tangible asset the full right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insuranceSection 2.8(e); (xviivii) take Take any action set forth in Section 2.8(f), (g), (i) or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts(m); (xviiiviii) impose Enter into any transaction with, or collect make any intercompany charge with respect to Latin America or Mexico in excess payment to, any Related Party, except for those Permitted Related Party Transactions contemplated by Schedules 2.18 and 2.20 of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" pricesDisclosure Statement; or (xixix) enter into any agreement Amend its articles of incorporation or bylaws; provided, however, that if and to do any the extent that the aggregate amount of Permitted Distributions is not equal to the foregoing. (xx) Notwithstanding any Aggregate AAA Value, as determined by an audit of such value to be conducted by the foregoing, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging independent auditors for CTC as soon as practicable after the Closing but in any intercompany transactions with any of the European Subsidiariescase prior to June 30, provided that1997, except with respect to Latin Americaif such amount exceeds such Aggregate AAA Value, Mexico and the Subsidiaries other than the European Subsidiaries, all such inter company transactions excess shall be permitted so long as they are settled or forgiven on or prior repaid by the DI Shareholders to Merger Sub and, if such amount is less than such Aggregate AAA Value, such difference shall be paid by Merger Sub to the Closing Date and are in accordance with Section 4.1(c)(xviii) aboveDI Shareholders.

Material Transactions. Except as set forth on Schedule 4.1(c), Sellers DI will not permit Latin America, Mexico or any of the Subsidiaries tonot: (i) amend its articles Enter into any contract or commitment the performance of incorporation or bylawswhich may extend beyond the Closing Date, except those made in the Ordinary Course of Business; (ii) change its authorized or issued equity interests or issue any rights or options to acquire shares of its equity interests; (iii) enter into or commit to enter into any Material Contract except in the ordinary course of business; (iv) enter Enter into any employment or consulting contract or arrangement except in the ordinary course of business with any -28- person that which is not terminable at willterminable, without penalty or continuing obligation to the Buyerother owed compensation, at will; (viii) sell, transfer, lease Incur or otherwise dispose of any of its assets other than inventory, receivables and obsolete equipment in the ordinary course of business and consistent with past practice; (vi) except as set forth in Schedule 4.1, incur, create or assume any mortgage, pledge, lien, restriction, encumbrance, tenancy, license, encroachment, covenant, condition, right-of-way, easement, claim, security interest, charge or other matter affect ing affecting title on any of its assets or other property, except Permitted Encumbrancesproperty other than in the Ordinary Course of Business; (viiiv) except as set forth in Schedule 4.1, make, change Waive or revoke any tax election or make any agreement or settlement with any taxing authority; (viii) declare or pay any dividend or other dis tribution (except in respect of permit the payment loss of any Taxes) in respect of any of its equity interests, or make any payment to redeem, purchase or otherwise acquire, or call for redemption, any of such equity interests; provided, however, that this subsec tion shall not apply to the European Subsidiaries; (ix) substantial right except to the extent set forth in Schedule 4.1, increase or otherwise change consistent with the compensation payable or to become payable to any officer, employee or agentOrdinary Course of Business; (xv) make or authorize the making of any capital expenditure in excess of $50,000 in the aggregate; (xi) except as set forth in Schedule 4.1, incur any debt or other obligation for money borrowed; (xii) incur any other obligation or liability, absolute or contingent except in the ordinary course of business and consistent with past practice; (xiii) cancel or permit the waiver of any right material to the operation of the business of Latin America, Mexico or any Subsidiary relating to any of its suppliers listed on Exhibit D or any customers representing individually in excess of 5% and in the aggregate more than 10% of sales in the 18 months ended June 30, 1996 of any of Europe, Latin America, Mexico or any Subsidiary; (xiv) guarantee Guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any person other than endorsement of checks received for deposit; -29- (xv) loan, advance funds or make an investment in or capital contribution to any person, business entity except advances made in the ordinary course Ordinary Course of business to employees in the ordinary course of business consistent with past practicesBusiness; (xvivi) increase Except for distributions (“Permitted Distributions”) to the DI Shareholders of cash and the property comprised exclusively of the assets of DI described on Schedule 4.01 of the Disclosure Statement, the aggregate fair market value of which, together with the amount of such cash, shall not, as of the Closing Date, exceed the good faith estimate of the Warranting Shareholders of the amount of the accumulated adjustments account (as defined in section 1368(e)(1) of the Code) of DI (the “Aggregate AAA Value”) as of such date, take any prepaid expenses or other action set forth in tangible asset the full right, title, interest and benefit of which will not be available to Latin America, Mexico or the applicable Subsidiary after Closing (other than ordinary course one-month prepayments in respect of rent and health insuranceSection 2.8(e); (xviivii) take Take any action set forth in Section 2.8(f), (g), (i) or omit to take any action which will result in a violation of any applicable law and which could reasonably be expected to have a Material Adverse Effect or cause a breach of any Material Contracts(m); (xviiiviii) impose Enter into any transaction with, or collect make any intercompany charge with respect to Latin America or Mexico in excess payment to, any Related Party, except for those Permitted Related Party Transactions contemplated by Schedules 2.18 and 2.20 of the average of the amounts charged during the months of April, May and June of 1996 other than with respect to products saleable in the ordinary course of business at normal markups at "arms length" pricesDisclosure Statement; or (xixix) enter into any agreement Amend its articles of incorporation or bylaws; provided, however, that if and to do any the extent that the aggregate amount of Permitted Distributions is not equal to the foregoing. (xx) Notwithstanding any Aggregate AAA Value, as determined by an audit of such value to be conducted by the foregoing, nothing in this Agreement shall prohibit Merisel from engaging in intercompany transactions with any of its subsidiaries other than Latin America and Mexico, or Europe from engaging independent auditors for CTC as soon as practicable after the Closing but in any intercompany transactions with any of the European Subsidiariescase prior to June 30, provided that1997, except with respect to Latin Americaif such amount exceeds such Aggregate AAA Value, Mexico and the Subsidiaries other than the European Subsidiaries, all such inter company transactions excess shall be permitted so long as they are settled or forgiven on or prior repaid by the DI Shareholders to Merger Sub and, if such amount is less than such Aggregate AAA Value, such difference shall be paid by Merger Sub to the Closing Date and are in accordance with Section 4.1(c)(xviii) aboveDI Shareholders.