MATTERS SUBJECT TO THE BUYER'S CONSENT. During the Interim Period, the Sellers shall procure that, except with the prior written consent of the Buyer, the Company shall not (nor shall it agree to):
2.1 dispose of any material assets used or required for the operation of the Business;
MATTERS SUBJECT TO THE BUYER'S CONSENT. 2.1 During the Interim Period, the Sellers shall procure that except as consistent with past practice or with the prior written consent of the Buyer (which consent shall not be unreasonably delayed, conditioned or withheld), neither the Company nor any of the Subsidiaries shall (nor shall they agree to):
2.1.1 save for the disposal of the vessels Eco-Master, and/or Eco-Keeper and the GPH Capex (as defined in the Disclosure Letter), dispose of or acquire any asset in excess of $400,000 used or required for the operation of the Business;
2.1.2 save as may be required in connection with the Expansion Projects (subject always to paragraph 2.1.19), allot any shares, options or other securities or repurchase, redeem or agree to repurchase or redeem any of its shares;
2.1.3 appoint any person as a director;
2.1.4 enter into, modify or agree to terminate any Material Contract (as defined in paragraph 12.1 of Part 1 of Schedule 5);
2.1.5 save for the Expansion Projects (subject always to paragraph 2.1.19) and the GPH Capex, incur any capital expenditure on any individual item in excess of $200,000;
2.1.6 save in connection with any facility or leasing arrangement Disclosed, borrow any sum with third parties in excess of $200,000;
2.1.7 make any loan to third parties in excess of $200,000 or cancel, release or assign any such indebtedness owed to it or any claims held by it;
2.1.8 other than in connection with the GPH Capex, enter into any lease, lease-hire or hire-purchase agreement or agreement for payment on deferred terms in each case in excess of $200,000;
2.1.9 make any material alterations to the terms of employment (including benefits) in excess in the aggregate of $500,000 of any of its Directors, officers or senior management;
2.1.10 enter into or amend any agreements or arrangements for the payment of pensions or other benefits on retirement in excess of $200,000 to any of its current or former employees or directors (or any of their dependants);
2.1.11 save in connection with any facility or leasing arrangement Disclosed, create any financial Encumbrance in excess of $200,000 over any of its assets or its undertaking;
2.1.12 incur any liability to a Seller (or any person Connected with a Seller), other than trading liabilities incurred in the normal course of the Business;
2.1.13 enter into any material agreement (or modify any subsisting agreement) with any trade union, or any material agreement that relates to any works council;
2.1.14 except as requir...
