Common use of Material Transactions Clause in Contracts

Material Transactions. Prior to the Effective Time and except as set forth on Exhibit 7.2, Advantage Health will not (other than as required pursuant to the terms of the Plan of Merger and the related documents and other than with respect to transactions for which binding commitments have been entered into prior to the date hereof and transactions described in Exhibit 7.2 which do not vary materially from the terms set forth on Exhibit 7.2), without first obtaining the written consent of HEALTHSOUTH (such consent not to be unreasonably withheld: (a) Encumber any asset or enter into any transaction or make any contract or commitment relating to the properties, assets and business of Advantage Health, other than in the ordinary course of business; (b) Enter into any employment contract which is not terminable upon notice of 30 days or less, at will, and without penalty to Advantage Health, except as provided herein; (c) In addition to any existing or prospective contract or agreement disclosed on Exhibit 7.2 and other than acquisitions or other commitments not exceeding $15,000,000 in the aggregate, enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $100,000; (d) Issue or sell, or agree to issue or sell, any shares of capital stock or other securities of Advantage Health (other than options to purchase shares of Advantage Health Common Stock issued after the date hereof in the ordinary course of Advantage Health's business or consistent with its past practice), except upon exercise of currently outstanding stock options (or upon exercise of such permitted subsequently granted options); (e) Except for contributions to Advantage Health's existing retirement plans, make any payment or distribution to the trustee 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 Advantage Health's 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 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; (f) Extend credit to anyone, except in the ordinary course of business or consistent with its past practice; (g) Guarantee the obligation of any person, firm or corporation, except in the ordinary course of business or consistent with its past practice; or (h) Amend its Certificate of Incorporation or Bylaws. (i) Take any action of a kind described in Section 3.8(b) - (h).

Material Transactions. Prior to Until the Effective Time or the earlier termination of this Plan of Merger, and except as set forth on Exhibit 7.2, Advantage Health will not (other than as required pursuant to the terms of the contemplated by this Plan of Merger and or disclosed in the related documents and other than with respect Horizon Disclosure Schedule or as consented to transactions for or otherwise approved by Bancshares in writing, which binding commitments have been entered into prior to the date hereof and transactions described in Exhibit 7.2 which do consent or approval will not vary materially from the terms set forth on Exhibit 7.2), without first obtaining the written consent of HEALTHSOUTH (such consent not to be unreasonably withheld: (a) Encumber the business of Horizon and Horizon Bank shall be conducted only in the ordinary course consistent with past practice and Horizon and Horizon Bank will not encumber any asset or enter into any transaction or make any contract or commitment relating to the their respective properties, assets and business of Advantage Healthbusinesses, other than in the ordinary course of businessbusiness or as otherwise disclosed herein; (b) Enter into any employment contract which is not terminable upon notice no change shall be made in the Articles of 30 days Incorporation or less, at will, and without penalty to Advantage Health, except as provided hereinBylaws of Horizon or Horizon Bank; (c) In addition no change shall be made in the number of shares of capital stock of Horizon or Horizon Bank issued and outstanding, except to satisfy the exercise of warrants and options permitted by this Plan of Merger, nor shall any existing or prospective contract or agreement disclosed on Exhibit 7.2 and other than acquisitions option, warrant, call, convertible security, commitment or other commitments not exceeding $15,000,000 in the aggregate, enter into any contract right be granted or agreement (i) which cannot be performed within three months made by Horizon or less, Horizon Bank relating to its authorized or (ii) which involves the expenditure of over $100,000issued capital stock; (d) Issue or sell, or agree to issue or sell, any shares of capital stock or other securities of Advantage Health (other than options to purchase shares of Advantage Health Common Stock issued after the date hereof in the ordinary course of Advantage Health's business or consistent with its past practice), except upon exercise of currently outstanding stock options (or upon exercise of such permitted subsequently granted options); (e) Except for contributions to Advantage Health's existing retirement plans, make any payment or distribution to the trustee 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 Advantage Health's 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 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; (f) Extend credit to anyone, except in the ordinary course of business as previously conducted, no purchase order, contract or consistent with its past practice; commitment (g) Guarantee other than deposits, loan commitments and investments or the obligation sale of any person, firm or corporation, except other real estate owned in the ordinary course of business of Horizon or consistent Horizon Bank) shall be entered into by or on behalf of Horizon or Horizon Bank extending for more than one year or involving payment by Horizon or Horizon Bank of more than $25,000 in any one contract or related series of contracts or otherwise materially affecting its business; (e) no employment agreement or other agreement will be entered into with any employee of Horizon or Horizon Bank and no employee’s salary or benefits (other than bonuses scheduled to be paid which have been previously accrued) will be increased except for normal annual increases and no employee benefit plan will be modified or amended except as required by law; (f) Horizon and Horizon Bank will comply in all material respects with all laws applicable to it and to the conduct of its past practice; orbusiness, if failure to comply could have a material adverse effect upon its business; (g) no dividends shall be paid, or distributions made, with respect to Horizon stock, except for a distribution that would be required to maintain Horizon’s status as an S-Corporation under the Internal Revenue Code of 1986, as amended; (h) Amend its Certificate no loan other than in the ordinary course of Incorporation business will be made by Horizon or Bylaws.Horizon Bank without providing Bancshares with all relevant documents related thereto and giving Bancshares a reasonable opportunity to review such loan and comment thereon; and (i) Take no security owned by Horizon or Horizon Bank will be sold and no new securities will be purchased without the approval of Bancshares. (j) Horizon shall not make or allow any action capital contribution to Horizon Bank or other transfers of capital or other funds from Horizon to Horizon Bank, declare, set aside or pay any dividend or other distribution with respect to the outstanding capital stock of Horizon Bank, or otherwise make or allow any transfer of capital or other funds from Horizon Bank to Horizon, except for a kind described in Section 3.8(b) - (h)distribution that would be required to maintain Horizon Bank’s status as an S-Corporation under the Internal Revenue Code of 1986, as amended.

Material Transactions. Prior Between the date hereof and the Closing Date, the Sellers shall cause the Company not to the Effective Time and except as set forth on Exhibit 7.2, Advantage Health will not (other than as required pursuant to the terms of the Plan of Merger this Agreement and the related documents and other than or with respect to transactions for which binding commitments have been entered into prior to the date hereof and any transactions described in Exhibit 7.2 which do not vary materially from the terms set forth on Exhibit 7.2Schedule 6.2 attached hereto), without first obtaining the written consent of HEALTHSOUTH Buyer (such consent which will not to be unreasonably withheld:withheld or delayed): (a) Encumber encumber any asset or enter into any transaction or make any contract or commitment relating to the properties, assets and business of Advantage Healththe Company, other than in the ordinary course of businessbusiness or as otherwise disclosed herein or under the Credit Agreement; (b) Enter enter into any employment contract which is not terminable at will or upon notice of 30 days or less, at will, less and without penalty to Advantage Health, the Company except as provided herein; (c) In addition to any existing or prospective contract or agreement disclosed on Exhibit 7.2 and other than acquisitions or other commitments not exceeding $15,000,000 in the aggregate, enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $100,000; (d) Issue issue or sell, or agree to issue or sell, any shares of capital stock or other securities of Advantage Health the Company; (other than options d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any shares of Advantage Health Common Stock issued after its capital stock, or any of its other securities; (e) become obligated under any new pension plan, welfare plan, multi-employer plan, employee benefit plan, severance plan, benefit arrangement or similar plan or arrangement which is not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially increasing the costs thereof to the Company; (f) except pursuant to the Line of Credit Agreement, (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Company Subsidiaries may incur, assume or pre-pay debt in the ordinary course of Advantage Health's business or consistent with its past practice)practice under existing lines of credit, except upon exercise of currently outstanding stock options (ii) assume, guarantee, endorse or upon exercise of such permitted subsequently granted options); otherwise become liable or responsible (ewhether directly, contingently or otherwise) Except for contributions to Advantage Health's existing retirement plans, make any payment or distribution to the trustee 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 Advantage Health's usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect obligations of any other plan or contract or arrangement 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; (f) Extend credit to anyone, Person except in the ordinary course of business or consistent with its past practice; (giii) Guarantee the obligation of make any personloans, firm advances or corporationcapital contributions to, or investments in, any other Person except in the ordinary course of business and except for loans, advances or consistent with its past practicecapital contributions to or investments in the Sellers or any directly or indirectly wholly owned subsidiary of the Sellers; or (hg) Amend amend its Certificate certificate of Incorporation incorporation or Bylawsbylaws. (i) Take any action of a kind described in Section 3.8(b) - (h).

Material Transactions. Prior to the Effective Time Time, Target and except as set forth on Exhibit 7.2, Advantage Health its --------------------- subsidiary will conduct their respective businesses in the ordinary course and will not (other than as required pursuant to the terms of the Plan of Merger Agreement and the related documents documents, and other than with respect to transactions for which binding commitments have been entered into prior to the date hereof and transactions which are described in Exhibit 7.2 which do not vary materially from the terms set forth on Exhibit 7.25.3 to the Disclosure Schedule), without first obtaining the written consent of HEALTHSOUTH (such consent not to be unreasonably withheldParent: (a) Encumber Make any asset or enter into any transaction or make any contract capital expenditure or commitment relating to the properties, assets and business of Advantage Health, other than in the ordinary course of business; (b) Enter into any employment contract which is not terminable upon notice of 30 days therefor or less, at will, and without penalty to Advantage Health, except as provided herein; (c) In addition to any existing or prospective contract or agreement disclosed on Exhibit 7.2 and other than acquisitions or other commitments not exceeding $15,000,000 in the aggregate, enter into any contract or agreement (i) which cannot be performed within three months or less, or (ii) which involves the expenditure of over $100,000;500,000 in the aggregate or $150,000 individually. (di) Issue amend its certificate of incorporation or bylaws; (ii) split, combine, reclassify or take similar action with respect to any of its capital stock; (iii) authorize for issuance, issue, sell, deliver or agree or commit to issue issue, sell or selldeliver any additional shares, or rights of any kind to acquire any shares (whether through the granting or issuance of options, warrants, commitments, subscriptions, rights to purchase or otherwise), of its capital stock (except for the issuance of shares pursuant to the exercise of Target Options and subscriptions pursuant to Target's Employee Stock Purchase Plan as disclosed in Section 3.2 hereof) of any class or any other securities or equity equivalents (including without limitation stock appreciation rights); (iv) purchase, redeem or otherwise acquire any Shares or any other securities of Advantage Health Target; (v) declare, set aside or pay any dividend payable in cash, stock or property or make any other distributions with respect to Shares or any other shares of its capital stock; or (vi) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization of the Company. (i) other than options to purchase shares of Advantage Health Common Stock issued after the date hereof in the ordinary course of Advantage Health's its business or consistent with past practices, sell, lease, grant any security interest in or otherwise dispose of or encumber any material amount of its assets or properties; (ii) change any assumption underlying, or method of calculating, any bad debt, contingency or other reserve or change any other material accounting principles or practices used by it (except changes that may be necessary or appropriate in order to comply with a change in generally accepted accounting principles that takes effect after the date of this Agreement); (iii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction of (A) liabilities in the ordinary course consistent with past practice)practices and (B) costs relating to this Agreement and the transactions contemplated hereby; (iv) waive, except upon exercise release, grant or transfer any rights of currently outstanding stock options material value or modify or change in any material respect any existing material license, lease, contract or other document; or (v) make any tax election or upon exercise of such permitted subsequently granted options);settle or compromise any federal, state, local or foreign tax liability. (ed) Except for contributions to Advantage Health's (i) enter into any new severance or change of control or employment agreement; (ii) amend any existing retirement plans, make employment or change of control or severance agreement; (iii) grant any payment increases in compensation or distribution to the trustee under benefits; (iv) establish or enter into any bonus, pension, profit-sharing or retirement new benefit plan or incur any obligation to make any such payment contract or contribution which is not in accordance with Advantage Health's usual past practice, arrangement or make any payment or contributions or incur change in any obligation pursuant to or in respect of any other plan or existing benefit plan, contract or arrangement providing for bonuses, executive incentive compensation, pensions, deferred compensation, retirement payments, profit-sharing or the like; (v) make any grants, establish awards or enter into distributions under any such plan, contract employee benefit plan or arrangement, or terminate any Plan; (f) Extend credit to anyone, except other than in the ordinary course of business or consistent with its past practice;practices and those grants, awards or distributions required to be made under such employee benefit plans or arrangements as in effect on the date of this Agreement; or (vi) make any amendment to any provision of any outstanding grant or award that materially increases the potential cost thereof to Target except as provided in Section 2.1(d). (ge) Guarantee the material obligation of any person, firm or corporation, except in the ordinary course of business or consistent with its past practice; or (h) Amend its Certificate of Incorporation or Bylawsprior practices. (if) Take Enter into any action option to purchase, or purchase agreement for, or buy, any real property, or enter into any new leases or renewals of a kind described in Section 3.8(bexisting leases on real property. (g) - (h)Enter into any contract, agreement, commitment or arrangement with respect to, or resolve to do, any of the foregoing.