Common use of Negative Covenants of the Company Clause in Contracts

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective TimeClosing Date, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, declare or pay any dividend on, or make any other distribution in respect of of, outstanding shares of its capital stock; (di) amend its charterredeem, bylaws, repurchase or similar organizational documents; (e) issue otherwise reacquire any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock other securities or any securities or obligations convertible into or exchangeable for any such share of its capital stockstock or other securities, except for issuances of or any options, warrants or conversion or other rights to acquire any shares of Company Common Stock upon its capital stock or other securities or any such securities or obligations (except in connection with the exercise of outstanding Options in accordance with their respective terms); (ii) effect any options merger, consolidation, restructuring, reorganization or recapitalization, or adopt a plan of complete or partial liquidation or dissolution; or (iii) adjust, split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any Rights under the Rights Agreementother securities in respect of, in lieu of, or designate any class or series in substitution for, shares of its capital stock from its authorized but undesignated preferred stockor other securities; (fc) purchase (i) issue, pledge, deliver, award, grant or sell, or register under the Securities Act or the Exchange Act or otherwise file any registration statement under any statute covering, or authorize or propose the issuance, pledge, delivery, award, grant or sale of (including the grant of any Encumbrances on) or registration of or filing of any registration statement covering any shares of any class of its capital stock or other securities (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such shares or other securities, or any rights, warrants or options to acquire any such shares or other securities (except in connection with the exercise of outstanding Options); or (ii) amend or otherwise modify the terms of any such rights, warrants or options; (d) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, (i) any business or any corporation, partnership, association or other business organization or division (other than a wholly-owned Subsidiary of the Company) thereof; (ii) make or commit to make any capital expenditures (except as set forth other than capital expenditures not exceeding in the Company's current capital expenditures budgetaggregate Fifty Thousand Dollars ($50,000.00) and which are solely for equipment, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than furniture and fixtures incurred in the ordinary course of business consistent with past practicepractices; or (iii) make or commit to make any loans, which salesadvances or capital contributions to, leasesor investments in, licenses, encumbrances or any other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole;Person. (he) incursell, assumelease, exchange, mortgage, pledge, transfer or otherwise encumber or dispose of, or guarantee agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise encumber or dispose of, any indebtedness of its assets, except for money borrowed other than (i) borrowings incurred for working capital purposes under sales of inventory in the Company's existing revolving credit facility or (ii) intercompany indebtednessordinary course of business and consistent with past practices; (i) except as otherwise contemplated by this Agreement or as required to comply with applicable law, (ii) adopt, enter into into, terminate or amend in any new material respect (A) any Company Benefit Plan or program or severance or employment (B) any other agreement, modify plan or policy involving the Company or the Company Subsidiaries, and one or more of its current or former directors, officers or employees; (iii) increase in any respect manner the compensation, bonus or fringe or other benefits of, or pay any existing Benefit Plan bonus to, any current or program former officer, director or employee (except as required by law) for normal increases of cash compensation or any existing employment or severance agreement, or, except as required under existing agreements or cash bonuses in the ordinary course of business consistent with past practicepractice that, grant in the aggregate, do not materially increase benefits or compensation expenses of the Company or the Company Subsidiaries); (iv) pay any increases benefit or amount not required under any Company Benefit Plan or any other benefit plan or arrangement of the Company or the Company Subsidiaries as in compensation effect on the date of this Agreement; (v) increase in any manner the severance or benefits termination pay of any Company Employeecurrent or former director, officer or employee; (vi) enter into or amend any employment, deferred compensation, consulting, severance, termination or indemnification agreement, arrangement or understanding with any current or former employee, officer or director; (vii) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Benefit Plan (including the grant of stock options, "phantom" stock, stock appreciation rights, "phantom" stock rights stock based or stock related awards, performance units or restricted stock or the removal of existing restrictions in any Company Benefit Plans or agreements or awards made thereunder); (viii) amend or modify any Option, (ix) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or Benefit Plan; (x) take any action to accelerate the vesting of payment of any compensation or benefit under any Company Benefit Plan or (xi) materially change any actuarial or other assumption used to calculate funding obligations with respect to any pension plan or change the manner in which contributions to any pension plan are made or the basis on which such contributions are determined; (g) propose or adopt any amendments to its certificate or articles of incorporation or its bylaws; (i) make any change in any of its methods of accounting, or (ii) make or rescind any express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ended December 31, 1998, except, in the case of clause (i) or clause (ii), as may be required by law or GAAP; (i) incur any Indebtedness, or prepay, before the scheduled maturity thereof, any long-term debt; (j) enter into engage in any collective bargaining agreement transaction with, or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by lawarrangement, or understanding with, directly or indirectly, any of such entity's Affiliates which involves the transfer of consideration or has a financial impact on such entity, other than pursuant to such agreements, arrangements, or understandings existing on the date of this Agreement; (k) change enter into any contract, agreement, commitment, arrangement, lease (including with respect to personal property), policy or modify in any material respect any existing accounting methodother instrument which, principlehad it been entered into as of the date hereof, or practice, other than would have been included as required by GAAPa Company Material Contract; (l) enter into any new contracts, agreements, binding arrangements or understandings relating to the distribution, sale, license, marketing or manufacturing by third parties of the products of the Company Material Contract (or the Company Subsidiaries, or products licensed by the Company or the Company Subsidiaries, other than pursuant to any such contracts, agreements, arrangements or understandings in place as of the date of this Agreement (that have been disclosed in writing to Acquiror prior to the date hereof) in accordance with their terms as of the date hereof; (m) except for transactions in the ordinary course of business consistent with past practice)business, terminate, or modify in amend or waive any respect adverse to the Company or provision of, any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company claims, liabilities, obligations or its Subsidiaries litigation (including claims of shareholders), liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practicepractice of claims for money damages which do not exceed Fifty Thousand Dollars ($50,000) in the aggregate or in accordance with their terms or liabilities disclosed, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or Reports; (ii) waive, release, grant cancel any indebtedness; (iii) waive or transfer assign any right claims or rights of material valuevalue or (iv) waive any benefits of, or agree to modify in any respect (A) any standstill or similar agreements to which the Company or any of the Company Subsidiaries is a party or (B) other than in the ordinary course of business consistent with past practice; (q) enter into business, any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive confidentiality or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit similar agreements to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, which the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not Subsidiaries is a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementparty; (so) except pursuant transfer or license to any Person or otherwise extend, amend or modify any rights to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(aIntellectual Property; (p) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that is intended or would reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or is reasonably likely becoming untrue in any material respect at any time prior to (i) result the Effective Time, or in any of the conditions to the Merger set forth in Article VIII not being satisfied, satisfied or in a violation of any provision of this Agreement; (iiq) prevent, materially delay or materially impede take any action that would be reasonably likely to prevent the consummation Merger from being accounted for as a "pooling of interests" in accordance with GAAP; (r) accelerate the Mergercollection of any accounts receivable; or (ts) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except For so long as otherwise required (i) any of the Buyers holds Term Notes, Preferred Stock or expressly contemplated by this Agreement Conversion Shares, or consented to in writing by Buyer(ii) any Revolving Loans are outstanding, the Company will not and will not permit any Company, without the written consent of its Subsidiaries tothe Buyer or Buyers that hold such Notes, from the date hereof until the Effective TimePreferred Stock or Conversion Shares, shall not: (ai) splitauthorize, combineissue or agree to authorize or issue any new class or series of Parity Securities or Senior Securities or securities or rights of any kind convertible into or exercisable or exchangeable for any such Parity Securities or Senior Securities, or reclassify offer, sell or issue any shares Parity Securities or Senior Securities or securities or rights of its capital stock any kind convertible into or make exercisable or exchangeable for any other changes in its equity capital structuresuch Parity Securities or Senior Securities; (bii) authorize, issue or agree to authorize or issue Common Stock at a discount to the Market Price of the Common Stock on the date of issuance (taking into account the value of any Preferred Stock or options to acquire Common Stock issued in connection therewith), provided, however, that this Section 6(h) shall not prohibit the Company from issuing up to 1,000,000 shares of Common Stock and/or Options therefore issued to the Company’s officers, directors, employees, consultants or independent contractors pursuant to an equity incentive plan or another similar plan or agreement approved by the Board of Directors; (iii) authorize, issue or agree to authorize or issue convertible securities that are convertible into an indeterminate number of shares of Common Stock; (iv) purchase, redeemrepurchase or redeem shares of (i) Common Stock, (ii) securities or rights of any kind convertible into or exercisable or exchangeable for Common Stock or (iii) other securities of the Company, (except in the case of a termination of an employee, at which the Company may repurchase or redeem such shares of Common Stock at cost and pursuant to any agreement under which such shares of Common Stock were issued); (v) declare or pay dividends or any other distribution on shares of Common Stock or any other capital stock of the Company except as contemplated with respect to the Preferred Stock; (vi) amend the Articles of Incorporation or Bylaws of the Company or alter or change the rights, preferences or privileges of the Preferred Stock or any Parity Securities or Senior Securities in each case so as to affect adversely the rights, preferences or privileges of the Preferred Stock; (vii) merge or consolidate with any other entity, or sell, assign, license, lease or otherwise acquiredispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions all, or a significant portion, of its assets (whether now owned or later acquired)), or effect any transaction or series of transactions in which the holders of the Company’s voting interests prior to such transaction or series of transactions hold less than 50% of the voting interests of the Company following such transaction or series of transactions; (viii) increase or decrease the number of directors constituting the Company’s Board of Directors; (ix) incur Indebtedness for Borrowed Money in any single transaction in excess of $10,000,000 or which obligates the Company to make aggregate expenditures for all Indebtedness for Borrowed Money in excess of $50,000,000; (x) enter into any non-ordinary course agreement, directly or indirectly, any shares with officers, employees, stockholders, directors or affiliates of its capital the Company, other than employment agreements, compensation arrangements, stock options or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stockservice-related transactions that are approved by a majority of the disinterested members of the Company’s Board of Directors; (cxi) declare, set aside, initiate the voluntary dissolution or pay any dividend winding up or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries reorganization of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (txii) enter into any commitment to do any of the foregoingchange its fiscal year.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement the Transaction Documents or otherwise consented to in writing by BuyerWIC and Purchaser (such consent not to be unreasonably withheld) or as set forth in Schedule 4.4 of the Company Disclosure Schedule, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will shall not do, and will shall not permit any of its Subsidiaries toto do, from any of the date hereof until the Effective Timefollowing: (a) splitacquire, combineby merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets of any other Person (other than the purchase of assets in the ordinary course of business and consistent with past practice); (b) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of any of its assets, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice; (c) adopt or propose to adopt any amendments to the Company's Certificate of Incorporation or Bylaws; reclassify any shares of its the Company's capital stock stock; adopt resolutions authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary; or make any other material changes in its equity the Company's capital structure; (bd) purchase(i) change in any material respect any method of accounting or accounting practice, redeem(ii make or rescind any express or deemed election relating to Taxes, settle or compromise any Litigation, audit or controversy relating to Taxes, or otherwise acquire, directly or indirectly, change any shares of its capital stock methods of reporting income or deductions for federal or other income Tax purposes from those employed in the preparation of the federal or other income Tax Returns or other Tax Returns for the taxable year ended December 31, 1998, except, in the case of either clause (i) or clause (ii), as may be required by Law or GAAP or (iii) file any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stockmaterial amended Tax Return; (ce) declareincur any Debt, set asidewhether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and- leaseback transaction or otherwise, other than (i) Hedging in the ordinary course and consistent with past practice, (ii) other Debt (which may include obligations under letters of credit or similar facilities obtained by the Company to secure its Hedging activities) not to exceed $2,000,000 in the aggregate at any time outstanding and (iii) other obligations and liabilities incurred in the ordinary course and consistent with past practice; (f) make any loans or advances to any Person, other than (i) advances to employees in the ordinary and usual course of business not to exceed $10,000 in the aggregate at any time outstanding and (ii) transactions among or between the Company and its Subsidiaries with respect to cash management conducted in the ordinary and usual course of the Company's business; (g) declare or pay any dividend or make any other distribution in with respect of shares of to its capital stock, other than dividends paid by any Subsidiary to the Company or another Subsidiary in the ordinary and usual course of the Company's or such Subsidiary's business; (dh) amend its charterissue, bylawssell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or similar organizational documents; (eotherwise) issue any shares of its capital stock or other securities except (i) pursuant to the Company Options, (ii) for awards granted automatically under or granted pursuant to elections made by participants under the Stock Plans after the date hereof or (iii) pursuant to the awards described in clause (ii); or purchase or otherwise acquire any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such of its capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options employee or of any Rights under the Rights Agreementdirector stock options, warrants or designate any class other equity securities or series of capital stock from its authorized but undesignated preferred stockdebt securities; (fi) purchase any capital assets enter into, adopt or make any capital expenditures (except as set forth may be required by Law) amend or terminate any collective bargaining agreement, Plan or Benefit Arrangement; approve or implement any employment severance arrangements (provided that this covenant shall not prohibit payments made in accordance with the Company's current capital expenditures budgetor a Subsidiary's severance policy as in effect on the date hereof and set forth on Schedule 3.1(s) of the Company Disclosure Schedule), a copy of which has been delivered authorize, enter into or amend any employment, severance, consulting services or other agreement with any officers or executive management personnel; or change the compensation or benefits provided to Buyer) in excess of $250,000 any director, officer or (except in the aggregate, purchase any ordinary and usual course of business, purchase any stock ) employee as of any corporation, or merge or consolidate with any personthe date hereof; (gj) sellmaterially amend, leaseterminate or fail to use all commercially reasonable efforts to renew any Material Contract (provided that the Company or its Subsidiaries shall not be required to renew any Material Contract on terms that are less favorable to the Company or its Subsidiaries), licenseor default in any material respect (or take or omit to take any action that, encumber with or without the giving of notice or passage of time, would constitute a material default) under any Material Contract; (k) waive any material right relating to the Oil and Gas Properties that would not be waived by a reasonably prudent operator; (l) release or abandon any of the Oil and Gas Properties, except in the ordinary course of business; (m) convey, farmout or otherwise dispose of any assets interest in the Oil and Gas Properties or propertiesany part thereof, other than except in the ordinary course of business; (n) with respect to the period commencing on the date hereof and ending on December 31, 1999 and with respect to each three-month period thereafter, engage in any material operations, or series of related operations, on any Oil and Gas Properties that the Company or a Subsidiary has not previously committed to and that may be expected to cost the Company or a Subsidiary during such period in excess of $5,000,000 in the aggregate (except for emergency operations, in which case the Company will promptly notify WIC of such operations), except in the ordinary course of business; (o) enter into any Hedge, except in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (qp) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business and consistent with past practice practice, enter into, assign, terminate or pursuant to amend, in any existing material respect, any Material Contract or any other contract or agreement; (s) except pursuant to agreement by which the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) Oil and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the MergerGas Properties are bound; or (tq) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by From the date of this Agreement until the earlier of the Effective Time or consented to in writing by Buyerthe termination of this Agreement, the Company covenants and agrees that it will not and will not permit do or agree or commit to do any of its Subsidiaries tothe following without the prior written consent of the chief executive officer, from the date hereof until the Effective Timechief operating officer or chief financial officer of Parent, which consent shall not be unreasonably withheld: (a) splitamend the Articles of Incorporation, combineBylaws or other governing instruments of the Company, or reclassify any shares of its capital stock or make any other changes in its equity capital structure;or (b) purchaseincur any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $100,000, or impose, or suffer the imposition, on any Asset of the Company of any Lien or permit any such Lien to exist (other than Liens in effect as of the date hereof that are disclosed in the Company Disclosure Memorandum); or (c) repurchase, redeem, or otherwise acquireacquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any shares of its capital stock or any optionsshares, rights, or warrants to purchase any such capital stock or any securities convertible into any shares, of the capital stock of the Company, or exchangeable for any such capital stock; (c) declare, set aside, declare or pay any dividend or make any other distribution in respect of shares of its the Company's capital stock;; or (d) amend its charter, bylawsexcept for this Agreement, or similar organizational documents; (eas disclosed in Section 8.2(d) issue of the Company Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, enter into any shares of its capital stock or any optionsContract to issue, rightssell, pledge, encumber, or warrants authorize the issuance of, or otherwise permit to purchase become outstanding, any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of additional shares of Company Common Stock upon or any other capital stock of the exercise Company, or any stock appreciation rights, or any option, warrant, conversion, or other right to acquire any such stock, or any security convertible into any such stock; or (e) adjust, split, combine or reclassify any capital stock of the Company or issue or authorize the issuance of any options other securities in respect of or in substitution for shares of any Rights under the Rights AgreementCompany Common Stock, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber mortgage or otherwise dispose of or otherwise encumber any assets or properties, Asset other than in the ordinary course of business consistent with past practicefor reasonable and adequate consideration; or (f) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which salesin either case have maturities of three years or less, leasespurchase any securities or make any material investment, licenseseither by purchase of stock of securities, encumbrances contributions to capital, Asset transfers, or other dispositions purchase of assets other than inventoryany Assets, in any eventPerson, are not material to the Company and its Subsidiaries, taken as a whole;or otherwise acquire direct or indirect control over any Person; or (hg) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases increase in compensation or benefits to the employees or officers of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreementthe Company, except in accordance with past practice disclosed in Section 8.2(g) of the Company Disclosure Memorandum or as required by law; (k) change Law; pay any severance or modify in termination pay or any material respect any existing accounting method, principle, or practice, bonus other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle written policies or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as written Contracts in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against Agreement and disclosed in the most recent audited financial statements (or the notes theretoSection 8.2(g) of the Company included Disclosure Memorandum; and enter into or amend any severance agreements with officers of the Company; grant any material increase in fees or other increases in compensation or other benefits to directors of the Company except in accordance with past practice disclosed in Section 8.2(g) of the Company Disclosure Memorandum; or voluntarily accelerate the vesting of any stock options or other stock-based compensation or employee benefits; or (h) enter into or amend any employment Contract between the Company and any Person (unless such amendment is required by Law) that the Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; (i) adopt any new employee benefit plan of the Company or make any material change in or to any existing employee benefit plans of the Company other than any such change that is required by Law or that, in the Company SEC Reports opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (for amounts not j) make any significant change in excess any Tax or accounting methods or systems of such reservesinternal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (k) or incurred since the date of such financial statements commence any Litigation other than in the ordinary course of business consistent accordance with past practice, settle any Litigation involving any Liability of the Company for material money damages or restrictions upon the operations of the Company; or (iil) modify, amend or terminate any material Contract or waive, release, grant compromise or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release assign any material contractual rights or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoingclaims.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by During the term of this Agreement or consented to in writing by BuyerAgreement, the Company will not and will not permit any shall not, without the concurrence of its Subsidiaries to, from the date hereof until the Effective Time:Manager (acting pursuant to Section 1.3 hereof): (a) split(i) issue, combinegrant, sell or reclassify encumber any shares of its capital stock, (ii) other than pursuant to commitments existing on the date hereof and as contemplated by Section 1.2(g) hereof, issue, grant, sell or encumber any security, option, warrant, put, call subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of capital stock or other equity interests of the Company, (iii) enter into any agreement, commitment or understanding calling for any transaction referred to in clause (i) or (ii) of this Paragraph (a), or (iv), make any other changes in its equity capital structure; (b) purchasesplit, redeemcombine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, securities, indebtedness, rights or property or any combination thereof) in respect of any shares of its capital stock or other equity interests, or redeem or otherwise acquire any shares of the capital stock or other equity interests; (c) without limiting any rights of any party to require the Company to effect a registration under the Amended and Restated Registration Rights Agreement hereinabove referenced, cause or permit any Participation Event (if within the control of the Company and except for any Liquidity Event [as defined in the Senior Preferred Certificate of Designation referenced in the Stock and Note Purchase Agreement] in the ordinary course of business) to occur; (d) make or permit any change in its certificate of incorporation or by-laws; or (e) acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution interest in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sellassociation, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances partnership or other dispositions of assets other than inventorycontrolling entity, in any event, are not material unless provision satisfactory to the Company and its Subsidiaries, taken Manager shall be made whereby such entity shall be covered by this Agreement in all relevant respects as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to if the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoinghereunder.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by BuyerHUWX, from the date of this Agreement until the Effective Time, the Company will not and will not permit do any of its Subsidiaries to, from the date hereof until the Effective Timeforegoing: (a) split(i) increase the compensation payable to or to become payable to any director, combineofficer or employee; (ii) grant any severance or termination pay to, or reclassify enter into or amend any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt or enter into any employee benefit plan or arrangement; or (iv) amend, or take any other actions with respect to, any employee benefit plan or the Company Stock Plan, except as expressly contemplated by or stated within this Agreement; (b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests of the Company; (i) except as expressly contemplated in this Agreement, redeem, purchase or otherwise acquire any shares of its capital stock or make other equity interests or any other changes in its equity capital structure; (b) purchase, redeem, securities or otherwise acquire, directly obligations convertible into or indirectly, exchangeable for any shares of its capital stock or other equity interests, or any options, rights, warrants or warrants conversion or other rights to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue acquire any shares of its capital stock or any options, rights, other equity interests or warrants to purchase any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests; (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any units or shares of any class of its capital stock or other equity interests (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such capital stockunits, except for issuances of shares of Company Common Stock upon or interests, or any rights, warrants or options to acquire any such units, shares or interests; (ii) amend or otherwise modify the exercise terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (iii) take any action to optionally accelerate the exercisability of any such rights, options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockwarrants; (fe) purchase acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any capital other manner, any other Person or division thereof, or otherwise acquire or agree to acquire any assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; other Person (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole); (hf) incursell, assumelease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, or guarantee agree to sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, orof its assets, except as required under existing agreements or for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; (g) release any third party from its obligations, or grant any increases consent, under any existing standstill provision under any confidentiality or other agreement, or fail to enforce any such agreement upon the request of HUWX; (h) adopt or propose to adopt any amendments to its operating agreement or certificate of formation; change any of its methods of accounting in compensation effect at September 30, 2015, except as required by Law or benefits of GAAP, or (ii) settle or compromise any Company Employeeclaim, officer action, suit, litigation, proceeding, arbitration, investigation, audit or directorcontroversy relating to Taxes; (i) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, other than such obligations that are owed to HUWX from time to time; (j) enter into any collective bargaining arrangement, agreement or enter into contract with any substantive negotiations third Person which provides for an exclusive arrangement with respect that third Person or is substantially more restrictive on Company or substantially less advantageous to any collective bargaining agreementthe Company than arrangements, except as required by lawagreements or contracts existing on the date hereof; (k) change enter into, renew, amend or modify waive in any material respect any existing accounting method, principlemanner, or practiceterminate or give notice of a proposed renewal or material amendment, other than as required by GAAPwaiver or termination of, any contract, arrangement or agreement to which the Company is a party; (l) enter into take or cause to be taken any new Company Material Contract (other than in the ordinary course of business consistent with past practice)action that could reasonably be expected to materially delay, or modify in any respect adverse to materially and adversely affect, the Company or any consummation of its Subsidiaries any existing Company Material Contractthe transactions contemplated hereby; (m) fund enter into or take amend in any action to cause a rabbi trust to be fundedmaterial manner any contract, agreement or commitment with any officer, director, employee or stockholder of the Company or with any affiliate or associate of any of the foregoing; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, dischargesatisfy, discharge or settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders)claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction pursuant to mandatory terms of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as any contract in effect on the date of this Agreementhereof, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of involving payments by the Company included in the Company SEC Reports (for amounts not in excess of such reserves) $1,000 individually or incurred since the date of such financial statements in the ordinary course of business consistent with past practiceaggregate; (o) make any loans, advances or capital contributions to, or investments in any Person; (iip) waive, release, grant or transfer enter into any right new line of material value, other than in the ordinary course of business consistent with past practicebusiness; (q) enter into make any agreement with any capital expenditures in excess of their respective affiliates (other than wholly owned Subsidiaries of $1,000 individually or in the Company);aggregate; or (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights agree in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company writing or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented Subject to in writing by Buyerthe terms and conditions herein, for the duration of the Restructuring Support Period, the Company will not and will not permit any (except with the prior written consent of its Subsidiaries to, from the date hereof until the Effective Time: (aRequisite Consenting Creditors) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquireshall not, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock;: (ci) declare, set aside, (A) publicly announce its intention not to pursue the Restructuring; (B) suspend or pay any dividend revoke the Restructuring; or make any other distribution in respect of shares of its capital stock; (dC) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practicebusiness, which salesexecute any agreements, leasesinstruments, licenses, encumbrances or other dispositions of assets other than inventorydocuments (including any modifications or amendments to any Definitive Documentation necessary to effectuate the Restructuring) that, in any eventwhole or in part, are not material to the Company and its Subsidiaries, taken as a wholeinconsistent with this Agreement; (hii) incur(A) redeem, assumepurchase or acquire, or guarantee offer to acquire any indebtedness for money borrowed shares of, or any options, warrants, conversion privileges, or rights of any kind to acquire any shares of, any of its capital stock or other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility equity interests, or (iiB) intercompany indebtedness; (i) enter into issue, sell, pledge, dispose of, or grant or incur any new Benefit Plan or program or severance or employment agreementencumbrance on, modify in any respect any existing Benefit Plan or program (except as required by law) shares of, or any existing employment options, warrants, conversion privileges, or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits rights of any Company Employeekind to acquire any shares of, officer any of its capital stock or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract equity interests (other than in issuances of equity interests upon the ordinary course of business consistent with past practice)exercise, exchange, or modify conversion of options, warrants, or other conversion privileges that are outstanding as of the date hereof and only in any respect adverse to accordance with the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction terms of such claimoptions, liability warrants, or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof other conversion privileges as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Companyhereof); (riii) other than as required by the Plan, amend or propose to amend its certificate of formation or articles of incorporation, as applicable, or its operating agreement or bylaws, as applicable; (iv) (iA) relinquishsplit, waive combine or release reclassify any material contractual outstanding shares of its capital stock or other right or claim of the Company or its Subsidiariesequity interests, or (iiB) knowingly dispose declare, set aside or pay any dividend or other distribution payable in cash, stock, property, a combination thereof, or otherwise with respect to any of its capital stock or permit other equity interests or any capital stock or other equity interests of any other Person. (v) directly or indirectly take any action, or fail to lapse take any rights actions, where such taking or failing to take actions would be, in either case, (A) inconsistent with the satisfaction of the conditions precedent set forth in this Agreement, (B) inconsistent in any material Company Proprietary Rights respect with this Agreement or knowingly disclose the Definitive Documentation or (C) otherwise reasonably expected to any person not an employee prevent, interfere with, delay or impede the implementation or consummation of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementRestructuring; (svi) except pursuant to enter into, terminate, or modify any material operational contracts, leases or other arrangements without the fiduciary duties prior consent of the Requisite Consenting Creditors; or (vii) if the special committee of the Board of Directors Managers of 24 Holdings II LLC (the “Special Committee”), directs the Company to engage in a marketing or sale process for the Company (including with respect to all or substantially all of its assets) or any material portion of its assets (the “Postpetition Marketing Process”), including if Lazard Frères & Co. (“Lazard”) is directed to send marketing materials or a process letter and a teaser to those parties that Lazard contacted during the prepetition marketing process undertaken by the Company (x) provide interested bidders with access to the data room maintained by the Company or Lazard or access to any of the Company Company’s other financial or similar advisors without having first entered into a customary non-disclosure agreement or (y) file a motion seeking approval of bidding procedures unless the Special Committee determines after having considered the feasibility of any proposed financing and the viability of any such bidder, as set forth evidenced by a resolution to such an effect, that continuing in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or the Postpetition Marketing Process is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoinga Superior Proposal.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by BuyerBuyer (which consent shall not be unreasonably withheld), from the date of this Agreement until the Closing Date, the Company will not and will not permit do any of its Subsidiaries to, from the date hereof until the Effective Timefollowing: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under increase the Company's existing revolving credit facility compensation payable to or to become payable to any director, officer or employee; (ii) intercompany indebtedness; (i) enter into grant any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract termination pay (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof normal severance policy as in effect on the date of this Agreement) to, or enter into any employment or severance agreement with, any director, officer or employee other than employment agreements entered into with the consent of Buyer, which consent shall not be unreasonably withheld; or (ziii) establish, adopt, enter into or amend any employee benefit plan or arrangement except as may be required by applicable Law; (b) declare or pay any dividend on, or make any other distribution (however characterized) in respect of, outstanding shares of its capital stock, except for the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements Pre-Closing Distribution (or the notes theretoas defined below) to be paid on a pro-rata basis to shareholders of the Company included in the Company SEC Reports (for amounts not in excess of such reservesother than Buyer) or incurred since subsequent to the date of this Agreement but prior to the Closing Date; (i) redeem, purchase or otherwise acquire any shares of its capital stock or equity interest or any securities or obligations convertible into or exchangeable for any shares of its capital stock or equity interest or any options, warrants or (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any shares of any class of its capital stock or other securities (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such financial statements shares, or any rights, warrants or options to acquire, any such shares (except for the issuance of shares upon the exercise of outstanding stock options, stock purchase warrants or the conversion of outstanding convertible debentures, in accordance with their terms); (ii) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; or (iii) take any action to accelerate the vesting of any of the stock options; (e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division (other than a wholly-owned subsidiary) thereof, or otherwise acquire or agree to acquire any assets of any other person; (f) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets outside of the ordinary course of business consistent with past practicebusiness; (g) propose or adopt any amendments to its Certificate of Incorporation or By-Laws; (i) change any of its methods of accounting in effect, or (ii) waivemake or rescind any express or deemed election relating to taxes, releasesettle or compromise any claim, grant action, suit, litigation, proceeding, arbitration, investigation, audit or transfer any right controversy relating to taxes (except where the amount of material valuesuch settlements or controversies, other than individually or in the ordinary course aggregate, does not exceed $10,000), or change any of business consistent with past practiceits methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for (i) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, of $25,000 or more; (qj) enter into any material arrangement, agreement or contract with any third party which requires the payment of their respective affiliates the Company of in excess of $25,000; (k) amend any of the material terms or provisions of its capital stock; and (l) discuss or enter into negotiations with any entity (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (bBuyer), or as expressly permitted pursuant to Sections 7.02 agree in writing or 9.01otherwise, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing. The "Pre-Closing Distribution" shall consist of (A) an aggregate of $2,492,922, the value of the Company's cash and marketable securities as of August 31, 1997, (B) plus, to the extent collected prior to the Closing, (i) an amount estimated to be approximately $187,000 owed to the Company by World Icon Distribution Enterprises C.V. and (ii) an amount estimated to be approximately $44,000 owed to the Company in connection with the sale of certain foreign licenses by Moonstone Entertainment, Inc., an agent of the Company, (C) less the aggregate amount of the costs associated with the preparation of the proxy statement and solicitation of stockholders to be effected in connection with the transactions contemplated hereby and the Company's legal fees and other expenses incurred in connection with the negotiation and consummation of the Stock Purchase.

Negative Covenants of the Company. Except During the period from the date of this Agreement to the Effective Time, except (i) as set forth on Exhibit 4.2 or as otherwise required or expressly contemplated by this Agreement or consented (ii) to the extent that Parent shall otherwise consent in writing by Buyerwriting, the Company will not shall not, and will shall not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) (i) declare, set aside or pay dividends on, or make other distributions (whether in cash, stock or property) in respect of, any capital stock (other than cash dividends and distributions by Subsidiaries of the Company to the Company or a wholly-owned Subsidiary of the Company or the Company's regular quarterly dividend), or set aside funds therefor, (ii) adjust, split, combine, combine or reclassify any shares capital stock, or issue, authorize or propose the issuance of its any other securities in respect of, in lieu of or in substitution for, any capital stock or make (iii) purchase, redeem or otherwise acquire any other changes capital stock or securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock, or set aside funds therefor (except upon the exercise of Company Stock Options outstanding on the date of this Agreement as set forth on Exhibit 2.3 (a) to the extent cashless exercises are provided for in its equity capital structurethe Stock Plan governing such Company Stock Option); (bi) purchaseexcept for shares of Company Common Stock issuable pursuant to Company Stock Options outstanding on the date of this Agreement that are issued in accordance with the current terms thereof and the Stock Plans, redeemissue, deliver, hypothecate, pledge, sell or otherwise acquire, directly or indirectly, encumber any shares of its capital stock, any other voting securities or any securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock or other voting securities, or any options"phantom" stock, "phantom" stock rights, stock appreciation rights or warrants to purchase stock based performance units or (ii) amend the terms of any such capital stock outstanding debt or equity security (including any Company Stock Option) or any securities convertible into or exchangeable for any such capital stockStock Plan; (c) declare, set asideamend or propose to amend its certificate or articles of incorporation or bylaws (or other organizational documents); (i) merge or consolidate with, or pay acquire any dividend interest in, any Person or division or unit thereof, (ii) acquire or agree to acquire any assets, except for acquisitions of inventory, equipment, raw materials, tools and other assets in the ordinary course of business and consistent with past practice or (iii) make any loan, advance or capital contribution to, or otherwise make any investment in, any Person other distribution than loans or advances to, or investments in, wholly-owned Subsidiaries of the Company existing on the date of this Agreement in the ordinary course of business consistent with past practice; provided, that the foregoing clauses (i) and (ii) shall not prohibit any acquisition (or series of related acquisitions) which does not involve, and is not reasonably expected at the time of consummation thereof to involve, payments by the Company and its Subsidiaries in excess of (A) $10,000,000 in respect of shares any single acquisition or series of its related acquisitions or (B) $100,000,000, when taken together with all other such acquisitions made after the date hereof pursuant to this proviso and the amount of all capital stock; expenditures made after the date hereof pursuant to the CapEx Basket (das hereinafter defined) amend its charter(the foregoing proviso, bylaws, or similar organizational documentsthe "Acquisition Basket"); (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assumeof, or guarantee subject to any indebtedness for money borrowed Lien, any of its assets, other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course sales of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures inventory in the ordinary course of business consistent with past practice and (ii) other dispositions so long as the aggregate value of all assets so disposed does not exceed $10,000,000; (f) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; (g) except for increases in the compensation of employees (other than employees who are directors or executive officers) made in the ordinary course of business and consistent with past practice, and except as may be required by applicable Law or pursuant to any Plan or any employment agreement existing contract on the date of this Agreement, (i) grant to any current or agreementformer director, officer or employee any material increase in compensation, severance, termination pay or fringe or other benefits, (ii) enter into any new, or amend (including by accelerating rights or benefits under) any existing, employment, indemnification, change of control, severance or termination agreement with any current or former director or executive officer or (iii) establish, adopt or become obligated under any new Plan or collective bargaining agreement or amend (including by accelerating rights or benefits under) any such Plan or arrangement in existence on the date hereof (except, in each case, to the extent required by applicable Law); (si) assume, incur or guarantee any Indebtedness after the date hereof in excess of $5,000,000 in the aggregate at any one time outstanding, (ii) issue or sell any debt securities or warrants or rights to acquire any debt securities, (iii) guarantee any other obligations of any other Person or (iv) enter into any "keep well" or other agreement to maintain the financial condition of any other Person or any other agreement having the same economic effect; (i) other than as required by SEC guidelines, GAAP or applicable Law, revalue any material assets or make any changes with respect to accounting policies, procedures and practices or change its fiscal year; (j) settle or compromise any pending or threatened claims, litigation, arbitrations or other proceedings (A) involving potential payments by or to the Company or any of its Subsidiaries of more than $1,000,000 in the aggregate, (B) that admit liability or consent to material non-monetary relief, or (C) that otherwise would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (i) other than with respect to the Debt Offers (as hereinafter defined), pay, discharge or satisfy any other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and consistent with past practice, (ii) cancel any Indebtedness, (iii) waive or assign any claims or rights that would reasonably be expected to have a value exceeding $1,000,000 or (iv) waive any material benefits of, or agree to modify in any material respect, or materially fail to enforce, or consent to any material matter with respect to which consent is required under, any material confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party (except for the Confidentiality Agreement); (i) make or rescind any material tax election, (ii) take any tax position or settle or compromise any claim, action, suit, arbitration, investigation, audit, examination, litigation, proceeding (whether judicial or administrative) or matter in controversy relating to taxes (A) involving potential payments by the Company or any of its Subsidiaries of more than $1,000,000 in the aggregate, (B) that admit liability or consent to any material non-monetary relief, or (C) that otherwise would reasonably be expected, individually or in the aggregate to have a Company Material Adverse Effect, or (iii) make any material change to its method of reporting income, deductions or other tax items for tax purposes; (m) enter into any new line of business; (n) make any capital expenditure; provided that the Company and its Subsidiaries shall be permitted to make any capital expenditure (or series of related capital expenditures) of less than $10,000,000, individually, or $100,000,000, when taken together with all other capital expenditures made after the date hereof pursuant to this proviso and the aggregate amount of all acquisitions made after the date hereof pursuant to the fiduciary duties Acquisition Basket (the foregoing proviso, the "CapEx Basket"); (o) enter into any material contract, agreement or arrangement to the extent consummation of the transactions contemplated by this Agreement or compliance by the Company with the provisions of this Agreement could reasonably be expected to result in a Violation of such contract, agreement or arrangement; (p) enter into, modify, amend, cancel or terminate any contract, agreement or arrangement which if so entered into, modified, amended or terminated would reasonably be expected to have a Company Material Adverse Effect or in a manner that would cause a breach of this Agreement; (q) subject to Section 5.2, alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or any of its Subsidiaries; (r) subject to Section 5.2, except to the extent that the Board of Directors of the Company (acting through the Special Committee) deems necessary or advisable in connection with the entering into of a Permitted Alternative Agreement (as set forth hereinafter defined) in Sections 7.01(acompliance with the provisions of this Agreement, (i) and (b)redeem the Rights, or amend or modify or terminate the Rights Agreement other than to delay the Distribution Date (as expressly permitted pursuant defined in the Rights Agreement) with respect to, or to Sections 7.02 render the Rights inapplicable to, the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (ii) permit the Rights to become nonredeemable at the redemption price currently in effect, or 9.01, (iii) take any action which would allow any Person other than Parent or omit Acquisition or any of their affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the Company Common Stock without causing a Distribution Date (as defined in the Rights Agreement) or a Shares Acquisition Date (as defined in the Rights Agreement) to occur or otherwise take any action which would render the Rights Agreement inapplicable to any transaction contemplated by such Person; (s) knowingly or intentionally take any action that would results or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, representations or (ii) prevent, materially delay or materially impede the consummation warranties of the MergerCompany hereunder being untrue in any material respect; or (t) enter into agree to or make any commitment to do take any of the foregoingactions prohibited by this Section 4.2.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement and except as set forth in Section 6.02 of the Company Disclosure Schedule, or otherwise consented to in writing by BuyerParent, from the date of this Agreement until the Effective Time, the Company will not do, and will not permit Subsidiary to do, any of its Subsidiaries to, from the date hereof until the Effective Time: following: (a) split(1) increase the compensation payable to or to become payable to any director, combine, officer or reclassify any shares of its capital stock or make any employee (other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants than increases to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or propertiesemployees, other than officers, made in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), ; (ii) grant any severance or modify in any respect adverse to the Company or any termination of its Subsidiaries any existing Company Material Contract; pay (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more other than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against normal severance policy of the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement) to, or enter into any employment or severance agreement with, any director, officer or employee; (ziii) establish, adopt, enter into or amend any employee benefit plan or arrangement except as may be required by applicable law; or (iv) lend or contribute any funds to any director, officer, employee, affiliate or associate of the paymentCompany; (b) declare or pay any dividend on, dischargeor make any other distribution in respect of, settlement outstanding shares of capital stock; (c) (i) redeem, purchase or satisfaction otherwise acquire any shares of its or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interest, liens, claims, liabilities pledges, limitations in voting rights, charges or obligations reflected other encumbrances) of, any shares of any class of its capital stock (including shares held in treasury), any securities convertible into or reserved against in exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares, other than the most recent audited financial statements (or issuance of shares pursuant to the notes thereto) exercise of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since Stock Options granted prior to the date of such financial statements in the ordinary course of business consistent with past practice, hereof; or (ii) waiveamend or otherwise modify the terms of any such rights, releasewarrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (provided however, grant or transfer any right the Company may take action to accelerate the vesting of material value, other than in the ordinary course of business consistent with past practice;outstanding stock options); (e) (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquishacquire or agree to acquire, waive by merging or release any material contractual consolidating with, by purchasing an equity interest in or other right or claim a portion of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee assets of, or consultant or adviser toby any other manner, the Company any business or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secretcorporation, process or knowhow not a matter of public knowledge prior to the date of this Agreementpartnership, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.19

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by BuyerPurchaser or as set forth on Schedule 4.5 to the Company Disclosure Schedule, from the date of this Agreement until earlier of the Second Closing or the termination of this Agreement, the Company will shall not do, and will shall not permit any of its Subsidiaries toto do, from any of the date hereof until the Effective Timefollowing: (a) splitacquire or agree to acquire (whether pursuant to a definitive agreement, combinea non-binding letter of intent or otherwise), by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice); (b) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets or any assets of any of its Subsidiaries, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice; (c) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, directly or indirectly, any inquiries or the making of any proposal or offer relating to, or that could reasonably be expected to lead to, any Alternative Transaction, or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Alternative Transaction, or agree to, or endorse, any Alternative Transaction, or authorize or permit any of the officers, directors, employees or agents of the Company or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company's Subsidiaries to take any such action, and the Company shall immediately notify Purchaser of all relevant terms of any such inquiries or proposals received by the Company or any of its Subsidiaries or by any such officer, director, employee, agent, investment banker, financial advisor, attorney, accountant or other representative relating to any proposed Alternative Transaction and if such inquiry or proposal is in writing, the Company shall immediately deliver or cause to be delivered to Purchaser a copy of such inquiry or proposal; provided, however, that nothing contained in this subsection (c) shall prohibit the Board from complying with Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act with regard to an Alternative Transaction; (d) release any third party from its obligations under any existing standstill agreement or arrangement relating to an Alternative Transaction or otherwise under any confidentiality or other similar agreement relating to information material to the Company or any of its Subsidiaries; (e) adopt or propose to adopt any amendments to its Articles of Incorporation or Bylaws; reclassify any shares of its capital stock stock; adopt resolutions authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company or any Subsidiary; or make any other material changes in its equity capital structure; (bi) purchasechange any of its significant accounting policies or (ii) make or rescind any express or deemed election relating to Taxes, redeemsettle or compromise any claim, action, suit, Litigation, audit or controversy relating to Taxes, or otherwise acquire, directly or indirectly, change any shares of its capital stock methods of reporting income or any optionsdeductions for federal or other income Tax purposes from those employed in the preparation of the federal or other income Tax Returns or other Tax Returns for the taxable year ending December 31, rights1997, except, in the case of either clause (i) or warrants to purchase any such capital stock clause (ii), as may be required by Law or any securities convertible into or exchangeable for any such capital stockGAAP; (cg) declareother than borrowings in the ordinary course under the Credit Facility, set asideincur any Debt, whether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and-leaseback transaction or otherwise, which would exceed $5,000,000; (h) make any loans or advances to any Person, other than (i) advances to employees in the ordinary and usual course of business and (ii) transactions among or between the Company and its Subsidiaries with respect to cash management conducted in the ordinary and usual course of the Company's business; (i) declare or pay any dividend or make any other distribution in with respect of shares of to its capital stock, other than dividends paid by any Subsidiary to the Company or another Subsidiary in the ordinary and usual course of the Company's business; (dj) amend its charterissue, bylawssell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or similar organizational documents; (eotherwise) issue any shares of its capital stock or other securities other than as contemplated herein or pursuant to awards issued and outstanding as of the date hereof under the Stock Plans or purchase or otherwise acquire any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such of its capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options employee or of any Rights under the Rights Agreementdirector stock options, warrants or designate any class other equity securities or series of capital stock from its authorized but undesignated preferred stockdebt securities; (fk) purchase any capital assets enter into, adopt, or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as may be required by law) amend or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into terminate any collective bargaining agreement or any Benefit Plan; approve or implement any employment severance arrangements (other than payments made under the Company's severance policy in accordance with past practice) or retain or discharge any officers and executive management personnel; authorize or enter into any substantive negotiations employment, severance, consulting services or other agreement with respect any officers and executive management personnel; or change the compensation or benefits provided to any collective bargaining agreementdirector, except as required by law; (k) change or modify in any material respect any existing accounting method, principleofficer, or practiceemployee as of August 1, other than as required by GAAP1998; (l) enter into materially amend, terminate, or fail to use all commercially reasonable efforts to renew any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against that the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the shall not be required to renew any Material Contract on terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of that are less favorable to the Company or its Subsidiaries), or (ii) knowingly dispose of or permit to lapse any rights default in any material Company Proprietary Rights respect (or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that that, with or without the giving of notice of passage of time, would or is reasonably likely to (iconstitute a material default) result in under any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the MergerMaterial Contract; or (tm) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice and except for the cash payments to be made immediately prior to the Effective Time pursuant to Section 2.3 with respect to the 1993 Stock Options and the 1996 Stock Options; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares, or any rights (including, without limitation, stock appreciation or stock depreciation rights), warrants or options to acquire, any such shares or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities (except for the issuance of shares upon the exercise of Stock Options outstanding as of the date hereof); or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant and in amounts which are set forth and described in the Company's 1997 Capital Budget, a true and complete copy of which has been provided to any existing contract or agreementAcquiror; (sf) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets except pursuant for the grant of security interests in connection with the indebtedness permitted under Section 6.2(i) and dispositions of inventory and equipment in the ordinary course of business and consistent with past practice; (g) propose or adopt any amendments to its certificate of incorporation or bylaws; (i) change any of its methods of accounting in effect at April 1, 1997, or (ii) make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the fiduciary duties preparation of the Board federal income tax returns for the taxable year ending March 31, 1997, except, in the case of Directors clause (i) or clause (ii), as may be required by law or generally accepted accounting principles, consistently applied; (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than (i) indebtedness incurred in the ordinary course of business under the existing loan agreements described on Schedule 3.3 hereto, and (ii) trade payables incurred in the ordinary course of business consistent with past practices. (j) enter into or modify in any material respect any agreement which, if in effect as of the Company date hereof, would have been required to be disclosed on Schedule 3.12 as set forth in Sections 7.01(aa Material Contract; (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) except as set forth under item (a) of Schedule 3.19 hereto, declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rightscombine or reclassify any of its (d) (i) issue, deliver, award, grant or sell, or warrants to purchase authorize or propose the issuance, delivery, award, grant or sale (including the grant of any such Encumbrances) of, any shares of any class of its capital stock or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such capital stock; (c) declare, set asideshares, or pay any dividend rights, warrants or make options to acquire, any other distribution in respect of such shares of its capital stock; or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (dii) amend its charteror otherwise modify the terms of any such securities, bylawsobligations, rights, warrants or similar organizational documentsoptions in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe Assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any Assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business and consistent with past practice), which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in make or commit to make any event, are not material to the Company and its Subsidiaries, taken as a wholecapital expenditures; (hf) incursell, assumelease, exchange, mortgage, pledge, transfer or otherwise dispose of, or guarantee agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any indebtedness for money borrowed other than of its Assets; (ig) borrowings incurred for working capital purposes under the Company's existing revolving credit facility propose or (ii) intercompany indebtednessadopt any amendments to its articles of incorporation or bylaws; (i) enter into change any new Benefit Plan of its methods of accounting, (ii) make or program rescind any express or severance deemed election relating to taxes, settle or employment agreementcompromise any claim, modify action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or change any of its methods of reporting income or deductions for federal income tax purposes, except, in any respect any existing Benefit Plan the case of clause (i) or program clause (except ii), as may be required by lawlaw or generally accepted accounting principles, consistently applied; or (iii) take any action, or permit any existing employment or severance agreementof the Stockholders to take any action, or, except that would cause the Company to not be classified as required under existing agreements or in an "S Corporation" within the ordinary course meaning of business consistent with past practice, grant Code Sections 1361 and 1362 at any increases in compensation or benefits of any Company Employee, officer or directortime prior to the Effective Time; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting methodContract, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence requested by a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) customer of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementof the Company, and provided that Acquiror shall have approved such customer request (which approval shall not be unreasonably withheld); (sk) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII IX not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective TimeClosing, the Company shall not (and the Stockholder shall cause it not to) take any of the following actions: (ai) splitincrease the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares or securities, or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other Person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant and in amounts which are set forth and described in the Company's Capital Budget, a true and complete copy of which has been provided to any existing contract or agreementAcquiror and other than expenditures in connection with the consummation of the transactions contemplated hereunder; and will not unreasonably delay in making expenditures contemplated by the Company's Capital Budget; (sf) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets except for dispositions in the ordinary course of business and consistent with past practice; (g) propose or adopt any amendments to its certificate of incorporation and bylaws; (i) change any of its methods of accounting in effect at January 1, 1998, or (ii) except pursuant with respect to state and federal excise taxes that may be or become due and payable, make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except, in the fiduciary duties case of clause (i) or clause (ii), as may be required by law or generally accepted accounting principles, consistently applied; (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than trade payables incurred in the ordinary course of business consistent with past practices and payables in connection with consummation of the Board of Directors transactions contemplated hereunder; (j) enter into or modify in any material respect any Material Contract or any other contract which, if in effect as of the Company as set forth in Sections 7.01(adate hereof, would have been required to be disclosed on Schedule 2.11; (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII VI not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not, and the Stockholder shall cause the Company not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more capital expenditures other than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementand (ii) capital costs described in Section 8.7; (sf) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets except pursuant for dispositions of inventory in the ordinary course of business and consistent with past practice other than the Headend Lease described in Section 9.1(i); (g) propose or adopt any amendments to its certificate of incorporation or bylaws; (i) change any of its methods of accounting in effect at January 1, 1997, or (ii) make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the fiduciary duties preparation of the Board federal income tax returns for the taxable year ending December 31, 1997, except, in the case of Directors clause (i) or clause (ii), as may be required by law or generally accepted accounting principles, consistently applied; (i) (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than trade payables incurred in the ordinary course of business consistent with past practices, or (ii) pay any portion of the Company Closing Indebtedness; (j) enter into or modify in any material respect any agreement which, if in effect as set forth in Sections 7.01(aof the date hereof, would have been required to be disclosed on Schedule 3.10; (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII IX not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except During the Transition Period, without the prior written consent of the Purchaser and Acquisition Sub, except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyerthe Related Documents, the Company will shall not, and the Shareholders shall cause the Company not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) make any distribution in respect of any of its capital stock, or make any payment or transfer consideration of any kind to any affiliate, director or officer of the Company or any affiliate or relative of any such affiliate, director or officer of the Company, other than (A) salary and ordinary course expense reimbursement; and (B) management bonuses payable in the ordinary course of business; provided that the Company will have the ability to pay cash dividends and agrees to inform the Purchaser and Acquisition Sub of the payment of those dividends; (b) split, combine, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any securities in respect of, in lieu of, or in substitution for shares of its capital stock or make repurchase, redeem or otherwise acquire any other changes in shares of its equity capital structurestock; (bc) purchaseissue, redeemdeliver, pledge, encumber or sell, or otherwise acquireauthorize or propose the issuance, directly delivery, pledge, encumbrance or indirectlysale of, any shares of its capital stock or any optionssecurities convertible into, or rights, warrants or warrants options to purchase acquire, any such shares of capital stock or other convertible securities or authorize or propose any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution change in respect of shares of its capital stockequity capitalization; (d) amend its charter, bylaws, or similar organizational documentsFundamental Documents; (e) issue acquire or agree to acquire by merging or consolidating with, or by purchasing any shares material portion of its the capital stock or any options, rightsassets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into corporation, partnership, association or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options other business organization or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockdivision thereof; (f) purchase any capital assets sell, transfer, lease, license, pledge, mortgage or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock otherwise dispose of any corporation, material asset (tangible or merge or consolidate with any personintangible); (g) sell, lease, license, encumber delay or otherwise dispose postpone the payment of any assets accounts payable and other obligations and Liabilities or propertiesaccelerate the collection of accounts receivable, other than in the ordinary course of business consistent with past custom and practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incurenter into any material Contract or any amendment to any material Contract or agreement, assume, or guarantee any indebtedness for money borrowed other than in the ordinary and usual course (i) borrowings incurred it being agreed that ordinary course shall include, but not be limited to, agreements with customers providing for working capital purposes under the Company's normal profit margins, renewal and extensions of existing revolving credit facility debt and financing obligations, and purchases of raw materials or (ii) intercompany indebtednessother inventory at prevailing prices); (i) enter into make any new Benefit Plan single capital expenditure or program commitment therefor exceeding $50,000 for addition to property, plant or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or directorequipment; (j) enter into any collective bargaining agreement employment Contract or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by lawwritten or oral, or modify the terms of any such existing Contract; (k) change make any Tax elections or modify in settle or compromise any material respect any existing accounting method, principle, or practice, other than as required by GAAPTax liability; (l) enter into grant any new Company Material Contract (other than increase in the ordinary course base compensation of business consistent with past practice), any officer or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) employee of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material valueCompany, other than in the ordinary course of business consistent with past custom and practice; (qm) adopt, amend, modify or terminate any bonus, profit-sharing, incentive, severance or other plan, Contractor commitment for the benefit of any officer or employee of the Company; (n) other than as contemplated by this Agreement or any Related Document, enter into any transaction with any officer, employee or Affiliate of the Company (or any director, officer or employees of such Affiliate), other than ordinary course employment arrangements entered into in accordance with past custom or practice; (o) intentionally take any action which would require disclosure under SECTION 8.1(c); or (p) authorize any of the foregoing or enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not (and shall cause its Subsidiaries not to), and the Stockholders shall cause the Company not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documents; authorize or propose the issuance, delivery, award, grant or sale (eincluding the grant of any Encumbrances) issue of, any shares of any class of its capital stock (including shares held in treasury) or any optionsother equity securities, rights, or warrants to purchase any such capital stock or any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreementsecurities, or designate any class rights, warrants or series of capital stock from its authorized but undesignated preferred stock; (f) purchase options directly or indirectly to acquire any capital assets such shares or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility securities; or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan amend or program or severance or employment agreement, otherwise modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits terms of any Company Employeesuch securities, officer obligations, rights, warrants or director; (j) enter into any collective bargaining agreement options in a manner inconsistent with the provisions of this Agreement or enter into any substantive negotiations with respect the effect of which shall be to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse make such terms more favorable to the Company or any of its Subsidiaries any existing Company Material Contractholders thereof; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time: , the Company shall not do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock; (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such capital stock; (c) declare, set asideshares, or pay any dividend rights, warrants or make options to acquire, any other distribution in respect of such shares of its capital stock; or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (dii) amend its charteror otherwise modify the terms of any such securities, bylawsobligations, rights, warrants or similar organizational documents; options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe Assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any Assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as and in amounts which are set forth and described in Sections 7.01(athe Company's budget for 1997, a true and complete copy of which has been provided to Acquiror; (f) and (b)sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or as expressly permitted pursuant agree to Sections 7.02 sell, lease, exchange, mortgage, pledge, transfer or 9.01otherwise dispose of, take any action or omit to take any action that would or is reasonably likely to (i) result in any of its Assets except for dispositions of inventory in the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation ordinary course of the Merger; or (t) enter into any commitment to do any of the foregoing.business and consistent with past practice;

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement the Transaction Documents or otherwise consented to in writing by BuyerWIC and Purchaser (such consent not to be unreasonably withheld) or as set forth in Schedule 4.4 of the Company Disclosure Schedule, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will shall not do, and will shall not permit any of its Subsidiaries toto do, from any of the date hereof until the Effective Timefollowing: (a) splitacquire, combineby merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets of any other Person (other than the purchase of assets in the ordinary course of business and consistent with past practice); (b) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of any of its assets, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice; (c) adopt or propose to adopt any amendments to the Company's Certificate of Incorporation or Bylaws; reclassify any shares of its the Company's capital stock stock; adopt resolutions authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary; or make any other material changes in its equity the Company's capital structure; (bd) purchase(i) change in any material respect any method of accounting or accounting practice, redeem(ii) make or rescind any express or deemed election relating to Taxes, settle or compromise any Litigation, audit or controversy relating to Taxes, or otherwise acquire, directly or indirectly, change any shares of its capital stock methods of reporting income or deductions for federal or other income Tax purposes from those employed in the preparation of the federal or other income Tax Returns or other Tax Returns for the taxable year ended December 31, 1998, except, in the case of either clause (i) or clause (ii), as may be required by Law or GAAP or (iii) file any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stockmaterial amended Tax Return; (ce) declareincur any Debt, set asidewhether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and- leaseback transaction or otherwise, other than (i) Hedging in the ordinary course and consistent with past practice, (ii) other Debt (which may include obligations under letters of credit or similar facilities obtained by the Company to secure its Hedging activities) not to exceed $2,000,000 in the aggregate at any time outstanding and (iii) other obligations and liabilities incurred in the ordinary course and consistent with past practice; (f) make any loans or advances to any Person, other than (i) advances to employees in the ordinary and usual course of business not to exceed $10,000 in the aggregate at any time outstanding and (ii) transactions among or between the Company and its Subsidiaries with respect to cash management conducted in the ordinary and usual course of the Company's business; (g) declare or pay any dividend or make any other distribution in with respect of shares of to its capital stock, other than dividends paid by any Subsidiary to the Company or another Subsidiary in the ordinary and usual course of the Company's or such Subsidiary's business; (dh) amend its charterissue, bylawssell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or similar organizational documents; (eotherwise) issue any shares of its capital stock or other securities except (i) pursuant to the Company Options, (ii) for awards granted automatically under or granted pursuant to elections made by participants under the Stock Plans after the date hereof or (iii) pursuant to the awards described in clause (ii); or purchase or otherwise acquire any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such of its capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options employee or of any Rights under the Rights Agreementdirector stock options, warrants or designate any class other equity securities or series of capital stock from its authorized but undesignated preferred stockdebt securities; (fi) purchase any capital assets enter into, adopt or make any capital expenditures (except as set forth may be required by Law) amend or terminate any collective bargaining agreement, Plan or Benefit Arrangement; approve or implement any employment severance arrangements (provided that this covenant shall not prohibit payments made in accordance with the Company's current capital expenditures budgetor a Subsidiary's severance policy as in effect on the date hereof and set forth on Schedule 3.1(s) of the Company Disclosure Schedule), a copy of which has been delivered authorize, enter into or amend any employment, severance, consulting services or other agreement with any officers or executive management personnel; or change the compensation or benefits provided to Buyer) in excess of $250,000 any director, officer or (except in the aggregate, purchase any ordinary and usual course of business, purchase any stock ) employee as of any corporation, or merge or consolidate with any personthe date hereof; (gj) sellmaterially amend, leaseterminate or fail to use all commercially reasonable efforts to renew any Material Contract (provided that the Company or its Subsidiaries shall not be required to renew any Material Contract on terms that are less favorable to the Company or its Subsidiaries), licenseor default in any material respect (or take or omit to take any action that, encumber with or without the giving of notice or passage of time, would constitute a material default) under any Material Contract; (k) waive any material right relating to the Oil and Gas Properties that would not be waived by a reasonably prudent operator; (l) release or abandon any of the Oil and Gas Properties, except in the ordinary course of business; (m) convey, farmout or otherwise dispose of any assets interest in the Oil and Gas Properties or propertiesany part thereof, other than except in the ordinary course of business; (n) with respect to the period commencing on the date hereof and ending on December 31, 1999 and with respect to each three-month period thereafter, engage in any material operations, or series of related operations, on any Oil and Gas Properties that the Company or a Subsidiary has not previously committed to and that may be expected to cost the Company or a Subsidiary during such period in excess of $5,000,000 in the aggregate (except for emergency operations, in which case the Company will promptly notify WIC of such operations), except in the ordinary course of business; (o) enter into any Hedge, except in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (qp) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business and consistent with past practice practice, enter into, assign, terminate or pursuant to amend, in any existing material respect, any Material Contract or any other contract or agreement; (s) except pursuant to agreement by which the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) Oil and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the MergerGas Properties are bound; or (tq) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Merger Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until earlier of the Effective TimeTime or termination of this Merger Agreement pursuant to Section 9.1, the Company shall not, and shall cause each Subsidiary not to, take any of the following actions: (ai) splitincrease the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the Ordinary Course of Business; (ii) grant any severance or termination pay to, or reclassify enter into or modify any employment or severance Agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or make any other changes in its equity capital structurestock; (bc) purchase, (i) redeem, repurchase or otherwise acquirereacquire any share of its capital stock or any securities or obligations convertible into or exchangeable for any share of its capital stock, directly or indirectlyany options, warrants or conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar authorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares or securities, or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Merger Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of inventory in the Ordinary Course of Business), or make or commit to make any capital expenditures other than capital expenditures in the Ordinary Course of Business and in amounts which are set forth and described in the Company's 1999 capital budget, a true and complete copy of which has been provided to Acquiror; (f) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets or properties except for dispositions in the Ordinary Course of Business; (g) propose or adopt any amendments to its certificate of incorporation, bylaws or other comparable charter or organizational documents; (ei) issue change any shares of its capital stock or any optionsmethods of accounting in effect at January 1, rights1999, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtednessexcept with respect to state and federal excise Taxes that may be or become due and payable, make or rescind any express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except as may be required by Law or GAAP, consistently applied; (i) enter into prepay, before the scheduled maturity thereof, any new Benefit Plan of its long-term debt, or program incur any obligation for borrowed money, whether or severance not evidenced by a note, bond, debenture or employment agreementsimilar instrument, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or other than trade payables incurred in the ordinary course Ordinary Course of business consistent Business and payables incurred in connection with past practice, grant any increases in compensation or benefits consummation of any Company Employee, officer or directorthe transactions contemplated hereunder; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit fail to take any action that where such action or failure to act would or is could reasonably likely be expected to (i) have a Company Material Adverse Effect or result in any of its representations and warranties set forth in this Merger Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tk) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective TimeClosing Date, the Company shall not (and shall cause LLC not to) do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock except normal distributions, if required, to enable the Stockholders to pay state and federal income taxes on the Company's taxable income as set forth in Schedule 7.2(b); (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares or securities, or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant and in amounts which are set forth and described in the Company's 1998 Capital Budget, a true and complete copy of which has been provided to any existing contract or agreementAcquiror and other than expenditures in connection with the consummation of the Merger; (sf) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets except for dispositions in the ordinary course of business and consistent with past practice; (g) propose or adopt any amendments to its articles of incorporation and bylaws; (i) change any of its methods of accounting in effect at January 1, 1998, or (ii) except pursuant with respect to state and federal excise taxes that may be or become due and payable, make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except, in the fiduciary duties case of clause (i) or clause (ii), as may be required by law or generally accepted accounting principles, consistently applied; (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than trade payables incurred in the ordinary course of business consistent with past practices and payables in connection with consummation of the Board of Directors Merger; (j) enter into or modify in any material respect any Material Contract which, if in effect as of the Company as set forth in Sections 7.01(adate hereof, would have been required to be disclosed on Schedule 3.11; (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII X not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.. ARTICLE VIII

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof of this Agreement until the Effective Time, the Company shall not do any of the following: (a) split(i) increase the compensation payable to any director, combineofficer or employee of the Company; (ii) grant any severance or termination pay (other than pursuant to the normal severance policy of the Company currently in effect) to, or reclassify enter into any shares of its capital stock severance agreement with, any director or make officer; (iii) subject to clause (i), enter into or amend any other changes in its equity capital structureemployment agreement with any director or officer that would extend beyond the Effective Time except on an at-will basis; or (iv) establish, adopt, enter into or amend any Employee Benefit Plan, except as may be required to comply with applicable law; (b) purchasedeclare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; (i) redeem, purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock or any options, rights, securities or warrants to purchase any such capital stock or any securities obligations convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock (except for the issuance of shares upon the exercise of options or warrants in accordance with their terms); (d) amend its charterissue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations on voting rights, charges or other encumbrances) of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares (except for the issuance of shares upon the exercise of options or warrants in accordance with their terms), or amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof, except as contemplated by this Agreement; (e) issue any shares to the extent material, acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with the Company's past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole); (hf) incursell, assumelease, exchange, mortgage, pledge, transfer or otherwise dispose of, or guarantee agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into material amount of any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, orof its assets, except as required under existing agreements or for dispositions in the ordinary course of business and consistent with the Company's past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (jg) enter into adopt any collective bargaining agreement amendments to its Articles of Incorporation or enter into By-Laws; (h) except as set forth in Schedule 5.02(h); (A) change any substantive negotiations with respect of its methods of accounting in effect at December 31, 1994 or (B) make or rescind any express or deemed election relating to taxes, settle or compromise any collective bargaining agreementclaim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31, 1994, except in either case as may be required by law; (k) change or modify in any material respect any existing accounting method, principlethe IRS, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), GAAP or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit except with respect to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except increased bank debt pursuant to the fiduciary duties of the Board of Directors of the Company Company's existing revolving credit facility, incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except as set forth approved by Acquiror in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Mergeradvance; or (tj) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by BuyerParent and Parent Subsidiary, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) split, combine, or reclassify any shares of its capital stock equity securities or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock equity securities or any options, rights, or warrants to purchase any such capital stock equity securities or any securities convertible into or exchangeable for any such capital stockequity securities; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stockequity securities; (d) amend its charterarticles of organization, bylawsoperating agreement, or similar organizational documents; (e) issue any shares of its capital stock equity securities or any options, rights, or warrants to purchase any such capital stock equity securities or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockequity securities; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's ’s current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregateParent and Parent Subsidiary), purchase any business, purchase any stock equity securities of any corporationentity, or merge or consolidate with any person; (g) sell, lease, license, encumber encumber, or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances encumbrances, or other dispositions of assets other than inventory, in any event, inventory are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's ’s existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan benefit plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan benefit plan or program (except as required by lawlaw or an existing collective bargaining agreement) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employeeemployee, officer officer, or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by lawlaw or the terms of any such agreement existing on the date hereof; (k) change or modify in any material respect any existing accounting method, principle, or practice, or any tax election, other than as required by GAAPGAAP or the Code; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract, other than to dissolve CPMCP; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle settle, or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholdersmembers), liabilities liabilities, or obligations (whether absolute, accrued, contingent or otherwise), other than (xA) the payment, discharge, settlement settlement, or satisfaction of such claim, liability liability, or obligation in the ordinary course of business consistent with past practice, (yB) modifications, refinancings refinancings, or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (zC) the payment, discharge, settlement settlement, or satisfaction of claims, liabilities liabilities, or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports Balance Sheet (for amounts not in excess of such reserves) or incurred since the date of such financial statements the Company Balance Sheet in the ordinary course of business consistent with past practice, or (ii) waive, release, grant grant, or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (qn) enter into any agreement with any of their its respective affiliates (other than wholly owned Subsidiaries of the Company), other than any agreements necessary to implement the matters referred to in the exception stated in clause (l) above; (r) (i) relinquish, waive waive, or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights intellectual property rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow know-how not a matter of public knowledge prior to before the date of this Agreement, except pursuant to under judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to under any existing contract or agreement; (sp) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 under Section 6.1, 6.2, or 9.018.1, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII VII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tq) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except During the period from the date of this Agreement and continuing until the earlier of the designees of Sub having been appointed to the Board of Directors of the Company pursuant to Section 1.4 and termination of this Agreement pursuant to Section 8.1 hereof, except as otherwise required or set forth in Schedule 5.2, as expressly contemplated by this Agreement the Transaction Documents or consented to the extent that Parent shall otherwise consent in writing by Buyer, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Timewriting: (a) the Company shall not (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, or set aside funds therefor, (ii) split, combinecombine or reclassify any of its capital stock, or reclassify issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; or (iii) repurchase or otherwise acquire any shares of its capital stock stock, except as required by the terms of its securities outstanding or make any other changes Employee Benefit Plan in its equity capital structureeffect on the date hereof, or set aside funds therefor; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or the Company shall not (i) grant any options, rights, warrants or warrants other rights to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into amend the terms of or reprice any new Benefit Plan Option outstanding on the date of this Agreement or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in amend the ordinary course terms of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principlethe Stock Option Plan, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (oiii) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase for Shares issuable pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect Options outstanding on the date of this Agreement, issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock, any Company Debt, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, or Company Debt; (c) the Company shall not amend or propose to amend its certificate of incorporation or by-laws; (d) the Company shall not (i) merge or consolidate with, or acquire any equity interest in (including, without limitation, through the creation of any Subsidiary of the Company), any corporation, partnership, association or other business organization, or enter into an agreement with respect thereto, (ii) acquire or agree to acquire any material assets, except for capital expenditures otherwise permitted by Section 5.2(k), or (ziii) make any loan or advance to, or otherwise make any investment in, any person; (e) the paymentCompany shall not sell, dischargelease, settlement encumber or satisfaction otherwise dispose of, or agree to sell, lease (whether such lease is an operating or capital lease), encumber or otherwise dispose of, any of claimsits material assets; (f) the Company shall not authorize, liabilities recommend, propose or obligations reflected announce an intention to adopt a plan of complete or reserved against in partial liquidation or dissolution; (g) the most recent audited financial statements (Company shall not, except as may be required by Law or the notes thereto) pursuant to any of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since its Employee Benefit Plans existing on the date of this Agreement, (i) grant any increases in the compensation (including, without limitation, salary, bonus and other benefits) of any of its directors, officers, management employees or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit to any director, officer, management employee or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any person; (iv) except as may be required to comply with applicable Law, become obligated under any new Employee Benefit Plan, which was not in existence on the date hereof, or amend any such financial statements plan or agreement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; (v) grant any general increase in compensation (including, without limitation, salary, bonus and other benefits) to employees, except for increases occurring in the ordinary course of business consistent with past practice, or (iivi) waiveextend any loans or advances to any of its directors, releaseofficers, grant management employees or transfer any right of material valuekey employees, other than in the except for ordinary course of business consistent with past practiceadvances for business related expenses; (qh) the Company shall not (i) assume or incur any indebtedness for borrowed money, (ii) guarantee any such indebtedness, (iii) issue or sell any debt securities or warrants or rights to acquire any debt securities, (iv) guarantee any debt obligations of any other person, (v) enter into any agreement with lease (whether such lease is an operating or capital lease), (vi) create any of their respective affiliates Lien (other than wholly owned Subsidiaries Permitted Encumbrances) on the property of the Company), or (vii) enter into any "keep well" or other agreement or arrangement to maintain the financial condition of any other person; (ri) the Company shall not (A) enter into any contracts involving aggregate annual payments in excess of $50,000 or (B) modify, rescind, terminate, waive, release or otherwise amend in any material respect any of the terms or provisions of any material contract; (j) the Company shall not, other than as required by the SEC, Law or GAAP, make any changes with respect to accounting policies, procedures or practices; (k) the Company shall not, other than as set forth on Schedule 5.2(k), incur capital expenditures in excess of (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or $25,000 individually and (ii) knowingly dispose of $100,000 in the aggregate; (l) the Company shall not engage in or permit to lapse any rights transaction or act which, if it had been engaged in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge permitted prior to the date of this Agreement, except pursuant would have rendered untrue in any material respect any of the representations and warranties of the Company contained in this Agreement; (m) the Company shall not deposit or otherwise invest any cash on hand into accounts, securities or other instruments having a maturity of more than 30 days or that will impose payment or penalty upon liquidation within 30 days of such deposit or investment; (n) the Company shall not transfer or license to judicial order any person or process entity or commercially reasonable disclosures otherwise extend, amend or modify in any material respect any rights to any material Company Intellectual Property, other than non-exclusive licenses in the ordinary course of business and consistent with past practice or pursuant to any existing contract or agreement;practice; and (so) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth shall not agree to or make any commitment to, whether orally or in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01writing, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoingactions prohibited by this Agreement.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by BuyerMBI, from the date of this Agreement until the Effective Time, the Company will not and will not permit do any of its Subsidiaries to, from the date hereof until the Effective Timeforegoing: (a) split(i) increase the compensation payable to or to become payable to any director, combineofficer or employee; (ii) grant any severance or termination pay to, or reclassify enter into or amend any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt or enter into any employee benefit plan or arrangement; or (iv) amend, or take any other actions with respect to, any employee benefit plan or the Company Stock Plan, except as contemplated by this Agreement; (b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests of the Company; (i) except as expressly contemplated in this Agreement, redeem, purchase or otherwise acquire any shares of its capital stock or make other equity interests or any other changes in its equity capital structure; (b) purchase, redeem, securities or otherwise acquire, directly obligations convertible into or indirectly, exchangeable for any shares of its capital stock or other equity interests, or any options, rights, warrants or warrants conversion or other rights to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue acquire any shares of its capital stock or any options, rights, other equity interests or warrants to purchase any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests; (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any units or shares of any class of its capital stock or other equity interests (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such capital stockunits, except for issuances of shares of Company Common Stock upon or interests, or any rights, warrants or options to acquire any such units, shares or interests; (ii) amend or otherwise modify the exercise terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (iii) take any action to optionally accelerate the exercisability of any such rights, options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockwarrants; (fe) purchase acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any capital other manner, any other Person or division thereof, or otherwise acquire or agree to acquire any assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; other Person (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole); (hf) incursell, assumelease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, or guarantee agree to sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, orof its assets, except as required under existing agreements or for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; (g) release any third party from its obligations, or grant any increases consent, under any existing standstill provision under any confidentiality or other agreement, or fail to enforce any such agreement upon the request of MBI; (h) adopt or propose to adopt any amendments to its operating agreement or certificate of formation; (i) (i) change any of its methods of accounting in compensation effect at September 30, 2015, except as required by Law or benefits of GAAP, or (ii) settle or compromise any Company Employeeclaim, officer action, suit, litigation, proceeding, arbitration, investigation, audit or directorcontroversy relating to Taxes; (j) enter into incur any collective bargaining agreement obligation for borrowed money or enter into any substantive negotiations with respect purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, other than such obligations that are owed to any collective bargaining agreement, except as required by lawMBI from time to time; (k) change enter into any arrangement, agreement or modify in contract with any material respect any third Person which provides for an exclusive arrangement with that third Person or is substantially more restrictive on Company or substantially less advantageous to the Company than arrangements, agreements or contracts existing accounting method, principle, or practice, other than as required by GAAPon the date hereof; (l) enter into into, renew, amend or waive in any new Company Material Contract (other than in the ordinary course of business consistent with past practice)material manner, or modify in terminate or give notice of a proposed renewal or material amendment, waiver or termination of, any respect adverse contract, arrangement or agreement to which the Company or any of its Subsidiaries any existing Company Material Contractis a party; (m) fund take or take cause to be taken any action that could reasonably be expected to cause a rabbi trust to be fundedmaterially delay, or materially and adversely affect, the consummation of the transactions contemplated hereby; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus enter into or amend in any material manner any contract, agreement or commitment with any officer, director, employee or stockholder of more than $5,000the Company or with any affiliate or associate of any of the foregoing; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, dischargesatisfy, discharge or settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders)claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction pursuant to mandatory terms of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as any contract in effect on the date of this Agreementhereof, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of involving payments by the Company included in the Company SEC Reports (for amounts not in excess of such reserves) $1,000 individually or incurred since the date of such financial statements in the ordinary course of business consistent with past practiceaggregate; (p) make any loans, advances or capital contributions to, or (ii) waive, release, grant or transfer investments in any right of material value, other than in the ordinary course of business consistent with past practicePerson; (q) enter into any agreement with any new line of their respective affiliates (other than wholly owned Subsidiaries of the Company)business; (r) (i) relinquish, waive make any capital expenditures in excess of $1,000 individually or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement;aggregate; or (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth agree in Sections 7.01(a) and (b), writing or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment otherwise to do any of the foregoing.

Negative Covenants of the Company. Except During the Pre-Closing Period, without the prior written consent of the Purchaser (such consent to not be unreasonably withheld, conditioned or delayed), except as otherwise required or expressly contemplated by this Agreement or consented to in writing by BuyerAgreement, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Timeshall not: (a) splitenter into, combineamend or modify in any material respect, or reclassify terminate prior to the scheduled termination date set forth therein, any shares of its capital stock Material Contract, or make otherwise waive, release, assign, cancel or compromise any material debt, claim, benefit, obligation or right, or bxxx and collect accounts receivable other changes in its equity capital structurethan consistent with past practice; (b) purchase, redeem, make any capital expenditure or otherwise acquire, directly or indirectly, enter into any shares commitment therefor in excess of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable $100,000 for any such capital stocksingle expenditure or series of related expenditures; (c) (i) change its authorized or issued capital stock, (ii) transfer, issue, sell, dispose of, or grant any shares of capital stock, debt security, warrant, option, call, right to purchase or similar right regarding its capital stock; purchase, redeem, retire or otherwise acquire, or offer to purchase, redeem or otherwise acquire any of shares of its capital stock, (iii) declare, set aside, aside or pay any dividend or make any other distribution (whether payable in cash, stock or property) or payment in respect of shares of its capital stock, except for cash dividends that do not reduce Final Closing Cash below zero dollars, (iv) split, subdivide, recapitalize, combine or reclassify its capital stock or (v) enter into or modify any agreement or Contract with any Company Shareholder or any Affiliate of any Company Shareholder; (d) amend any of its charter, bylaws, or similar organizational documentsOrganizational Documents; (e) issue (i) hire or terminate any shares employee, consultant or director (except for the hiring of its capital stock non-executive employees with aggregate annual compensation below $150,000 hired in the ordinary course of business), (ii) increase or establish, or commit to increase or establish, whether orally or in writing, any form of compensation or benefits payable by the Company, including without limitation, pursuant to any Company Benefit Plan (except as required by any Law), (iii) adopt, enter into, establish, amend, modify or terminate any Company Benefit Plan (other than modifications that may be required to comply with Law) or increase the benefits provided thereunder, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Benefit Plan or (v) grant any equity or equity-linked awards or any optionsother cash bonus, rightsincentive, performance or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockother incentive compensation plan; (f) purchase enter into, modify or terminate any capital assets employment, termination, labor or collective bargaining agreement of the Company or, through negotiations or otherwise, make any capital expenditures (except as set forth commitment or incur any liability to any employee or labor organizations or announce, implement or effect any reduction in labor force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) (i) incur, redeem or assume any long-term or short-term indebtedness for borrowed money, enter into any hedging or off balance sheet financing arrangements, or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (ii) make any loan, advance or capital contribution to, or investment in, any other Person, or (iii) subject to any Lien any of the properties or assets (whether tangible or intangible) of the Company, except for Permitted Liens and Liens that will be released at or prior to the Closing; (h) enter into any transaction that would be required to be disclosed under Section 3.17 (Related Party Transactions); (i) (i) acquire (whether pursuant to merger, stock or asset purchase or otherwise) any material properties or assets, (ii) sell, leaseassign, license, encumber transfer, convey, lease or otherwise dispose of any of the properties or assets of the Company (except for the purpose of disposing of obsolete or worthless assets or propertiesin connection with the Merger), (iii) abandon, fail to maintain or allow to expire (other than in at the ordinary course natural expiration of business consistent with past practiceits term), which salesor sell or exclusively license to any Person, leasesany material Intellectual Property, licensesor (iv) adopt a plan of complete or partial liquidation, encumbrances dissolution, merger, consolidation, restructuring, recapitalization or other dispositions reorganization of assets the Company (other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a wholeMerger); (hj) incurchange any of the accounting methods used by the Company materially affecting its assets, assumeliabilities or business, or guarantee any indebtedness except for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtednesssuch changes required by GAAP, as concurred in by its independent public accountants; (i) enter into any new Benefit Plan agreement or program arrangement that materially limits or severance otherwise materially restricts the Company or, upon completion of the Merger, the Purchaser or employment agreement, modify its Subsidiaries or any successor thereto from engaging or competing in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements line of business or in the ordinary course of business consistent with past practiceany location, grant any increases in compensation or benefits of any Company Employee, officer or director; (jii) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in permit any material respect any existing accounting method, principle, insurance policy naming the Company as a beneficiary or practice, other than as required by GAAPa loss payee to be cancelled or terminated without reasonable prior notice to the Purchaser or (iii) materially modify the Company’s standard warranty terms for its services and products; (l) enter into commence any new Proceeding against any other Person or compromise, settle, pay or discharge any Proceeding or dispute (including any settlement or consent to settlement of any material Tax claim); provided, however, that: (i) the consent of the Purchaser shall not be required with respect to the settlement of any Proceeding or dispute by the Company Material Contract if such settlement: (other than A) involves solely a cash settlement payment to the Person with which the settlement is being effected that is paid out of cash on hand at the Company, (B) provides for the full and unconditional release of the Company from any and all Liability in respect of the ordinary course matters underlying such settlement, and (C) does not: (1) include an admission of business consistent with past practice)guilt on the part of the Company, or modify in (2) impose any respect adverse to restrictions on the Company or any future conduct of its Subsidiaries any existing Company Material Contractthe Company; (m) fund make, change or take rescind any material Tax election, file any amended material Tax Return, enter into any closing agreement or settle any Tax audit or proceeding relating to the Company, surrender any right to claim a refund for a material amount of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or settle or compromise any Tax liability if such action to cause would have the effect of increasing the Tax liability or adversely affecting the Tax position of the Purchaser or the Surviving Corporation in a rabbi trust to be funded;taxable period beginning after the Closing Date or the post-Closing portion of any Straddle Period; or (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquishagreement, waive contract, commitment or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment arrangement to do any of the foregoing, or authorize anything prohibited by this Section 5.3.

Negative Covenants of the Company. Except as otherwise required or set forth in Section 8.2 of the Disclosure Schedule, Seller hereby covenants that, except as expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toPurchaser, from the date hereof of this Agreement until the Effective TimeClosing, Seller shall cause the Company not to do any of the following: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (bi) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay distribute any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) an amount in excess of $250,000 in 100 million during the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material year 2005 and up to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or Closing Date; (ii) intercompany indebtedness; increase the compensation payable to or to become payable to any of its directors, officers or employees (i) enter into any new Benefit Plan or program or severance or other than pursuant to employment agreement, modify agreements in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements effect on the date of this Agreement or in the ordinary course of business consistent with past practice, ); (iii) grant any increases severance or termination pay to (other than pursuant to its normal severance policy as in compensation or benefits effect on the date of any Company Employeethis Agreement), officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to employment or severance agreement with, any collective bargaining agreementdirector, officer or employee; (iv) establish, adopt, enter into or amend any Plan, except as may be required by lawApplicable Law; (v) lend, pay or contribute any funds to any of its directors, officers, employees, affiliates or associates (other than compensation payable in the ordinary course of business consistent with past practice); or (vi) take or omit to take any action that would be reasonably likely to cause any of the representations and warranties made by Seller in this Agreement to become untrue (i) redeem, purchase or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (kc) change issue, deliver, award, grant or modify in any material respect any existing accounting method, principlesell, or practiceauthorize or propose the issuance, other than as required by GAAPdelivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares; (ld) enter into propose or adopt any new Company Material Contract amendments to its articles of incorporation or as to its by-laws; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (mf) fund except as required by applicable law or take any action to cause a rabbi trust to be fundedaccounting procedures, change of its methods of accounting in effect at December 31, 2004 and September 30, 2005; (ng) agree to pay R. Xxxxx Xxxxxx incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a transaction bonus of more than $5,000; note, bond, debenture, guarantee or similar instrument (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (ybusiness) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreemententer into any swap or other off-balance sheet transaction for its own account, or (z) enter into any economic arrangement having the payment, discharge, settlement or satisfaction economic effect of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) any of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material valueforegoing, other than in the ordinary course of business consistent with past practice; (qh) enter into cancel, forgive, settle or compromise any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive indebtedness or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this AgreementLitigation, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementbusiness; (si) except pursuant to the fiduciary duties acquire by merging or consolidating with, or by purchasing a substantial portion of the Board of Directors of assets or securities of, or by any other manner, any corporation, partnership, joint venture or other entity; (j) permit the Company as set forth in Sections 7.01(aor to dissolve, wind-up or liquidate; (k) and enter into any contract, agreement, arrangement or understanding outside the ordinary course of business; (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to l) take any action that would prevent or is materially impair the ability of Seller to consummate the transactions contemplated by this Agreement, including without limitation actions that would be reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay prevent or materially impede impair the receipt of any consent, registration, approval, permit or authorization, that is necessary in connection with the execution and delivery of this Agreement and the consummation of the Merger; or (t) enter into any commitment to do any of the foregoingtransactions contemplated hereby.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement the Transaction Documents or otherwise consented to in writing by BuyerWIC and Purchaser (such consent not to be unreasonably withheld) or as set forth in Schedule 4.4 of the Company Disclosure Schedule, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will shall not do, and will shall not permit any of its Subsidiaries toto do, from any of the date hereof until the Effective Timefollowing: (a) splitacquire, combineby merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets of any other Person (other than the purchase of assets in the ordinary course of business and consistent with past practice); (b) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of any of its assets, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice; (c) adopt or propose to adopt any amendments to the Company's Certificate of Incorporation or Bylaws; reclassify any shares of its the Company's capital stock stock; adopt resolutions authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary; or make any other material changes in its equity the Company's capital structure; (bi) purchasechange in any material respect any method of accounting or accounting practice, redeemmake or rescind any express or deemed election relating to Taxes, settle or compromise any Litigation, audit or controversy relating to Taxes, or otherwise acquire, directly or indirectly, change any shares of its capital stock methods of reporting income or deductions for federal or other income Tax purposes from those employed in the preparation of the federal or other income Tax Returns or other Tax Returns for the taxable year ended December 31, 1998, except, in the case of either clause (i) or clause (ii), as may be required by Law or GAAP or (iii) file any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stockmaterial amended Tax Return; (ce) declareincur any Debt, set asidewhether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and- leaseback transaction or otherwise, other than (i) Hedging in the ordinary course and consistent with past practice, (ii) other Debt (which may include obligations under letters of credit or similar facilities obtained by the Company to secure its Hedging activities) not to exceed $2,000,000 in the aggregate at any time outstanding and (iii) other obligations and liabilities incurred in the ordinary course and consistent with past practice; (f) make any loans or advances to any Person, other than (i) advances to employees in the ordinary and usual course of business not to exceed $10,000 in the aggregate at any time outstanding and (ii) transactions among or between the Company and its Subsidiaries with respect to cash management conducted in the ordinary and usual course of the Company's business; (g) declare or pay any dividend or make any other distribution in with respect of shares of to its capital stock, other than dividends paid by any Subsidiary to the Company or another Subsidiary in the ordinary and usual course of the Company's or such Subsidiary's business; (dh) amend its charterissue, bylawssell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or similar organizational documents; (eotherwise) issue any shares of its capital stock or other securities except (i) pursuant to the Company Options, (ii) for awards granted automatically under or granted pursuant to elections made by participants under the Stock Plans after the date hereof or (iii) pursuant to the awards described in clause (ii); or purchase or otherwise acquire any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such of its capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options employee or of any Rights under the Rights Agreementdirector stock options, warrants or designate any class other equity securities or series of capital stock from its authorized but undesignated preferred stockdebt securities; (fi) purchase any capital assets enter into, adopt or make any capital expenditures (except as set forth may be required by Law) amend or terminate any collective bargaining agreement, Plan or Benefit Arrangement; approve or implement any employment severance arrangements (provided that this covenant shall not prohibit payments made in accordance with the Company's current capital expenditures budgetor a Subsidiary's severance policy as in effect on the date hereof and set forth on Schedule 3.1(s) of the Company Disclosure Schedule), a copy of which has been delivered authorize, enter into or amend any employment, severance, consulting services or other agreement with any officers or executive management personnel; or change the compensation or benefits provided to Buyer) in excess of $250,000 any director, officer or (except in the aggregate, purchase any ordinary and usual course of business, purchase any stock ) employee as of any corporation, or merge or consolidate with any personthe date hereof; (gj) sellmaterially amend, leaseterminate or fail to use all commercially reasonable efforts to renew any Material Contract (provided that the Company or its Subsidiaries shall not be required to renew any Material Contract on terms that are less favorable to the Company or its Subsidiaries), licenseor default in any material respect (or take or omit to take any action that, encumber with or without the giving of notice or passage of time, would constitute a material default) under any Material Contract; (k) waive any material right relating to the Oil and Gas Properties that would not be waived by a reasonably prudent operator; (l) release or abandon any of the Oil and Gas Properties, except in the ordinary course of business; (m) convey, farmout or otherwise dispose of any assets interest in the Oil and Gas Properties or propertiesany part thereof, other than except in the ordinary course of business; (n) with respect to the period commencing on the date hereof and ending on December 31, 1999 and with respect to each three-month period thereafter, engage in any material operations, or series of related operations, on any Oil and Gas Properties that the Company or a Subsidiary has not previously committed to and that may be expected to cost the Company or a Subsidiary during such period in excess of $5,000,000 in the aggregate (except for emergency operations, in which case the Company will promptly notify WIC of such operations), except in the ordinary course of business; (o) enter into any Hedge, except in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (qp) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business and consistent with past practice practice, enter into, assign, terminate or pursuant to amend, in any existing material respect, any Material Contract or any other contract or agreement; (s) except pursuant to agreement by which the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) Oil and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the MergerGas Properties are bound; or (tq) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or as previously disclosed to Parent in writing on SCHEDULE 5.02, or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toParent, from the date hereof of this Agreement until the Effective Time, the Company shall not, directly or indirectly through any Affiliate or otherwise (and the Stockholders shall not and shall not cause the Company to), and shall not permit any Affiliate to directly or indirectly, do any of the following: (a) split, combine(i) increase the compensation payable to, or reclassify to become payable to, any shares employee, director or executive officer; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt, enter into, amend, modify or terminate any Employee Benefit Plan or arrangement except as may be required by applicable Law; or (iv) hire any salaried person earning annual compensation, including salary, cash bonuses and commissions, in excess of its capital stock or make any other changes in its equity capital structureForty Thousand Dollars ($40,000); (b) purchasedeclare or pay any dividend on or make any other distribution in respect of, outstanding shares of capital stock; (i) redeem, purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock or any options, rights, securities or warrants to purchase any such capital stock or any securities obligations convertible into or exchangeable for any such shares of its capital stock; (c) declare, set aside, or pay any dividend options, warrants or make conversion or other rights to acquire any shares of its capital stock or any such securities or obligations); (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other distribution securities in respect of, in lieu of or in substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Security Interests, Liens, claims, pledges, limitations in voting rights, charges or other Encumbrances) of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any other shares, or any rights, warrants or options to acquire, any such shares; and (ii) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in, all or a portion of its capital stock or any options, rightsthe Assets of, or warrants by any other manner, any corporation, partnership, association or other business, organization or division thereof, or otherwise acquire or agree to purchase acquire any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise Assets of any options other Person (other than the purchase of Assets from suppliers or vendors in the Ordinary Course of any Rights under Business) which are material, individually or in the Rights Agreementaggregate, or designate any class or series of capital stock from its authorized but undesignated preferred stockto the Company; (f) purchase propose or adopt any capital assets amendments to its Certificate of Incorporation or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any personits By-Laws; (g) sell(i) change any of its methods of accounting in effect at December 31, lease1996, licenseor (ii) make or rescind any material election relating to Taxes, encumber settle or otherwise dispose compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes (except where the amount of any assets such settlements or propertiescontroversies, other than individually or in the ordinary course aggregate, does not exceed Ten Thousand Dollars ($10,000)), or change in any material respect any of business consistent with past practiceits methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income Tax Return for the taxable year ended December 31, which sales1996, leases, licenses, encumbrances or other dispositions of assets other than inventoryexcept, in any eventthe case of clause (i) or clause (ii), are not material to the Company and its Subsidiaries, taken as a wholemay be required by Law or GAAP; (h) incur, assume, or guarantee enter into any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under Contract outside the Company's existing revolving credit facility or (ii) intercompany indebtednessOrdinary Course of Business; (i) enter into create, or permit the creation of, any new Benefit Plan or program or severance or employment agreement, modify in Lien upon any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in Assets outside the ordinary course Ordinary Course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or directorBusiness; (j) enter into any collective bargaining agreement employment Contract or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by lawor modify the terms of any existing such Contract or agreement; (k) change sell, lease, exchange, mortgage, pledge, transfer, assign or modify in any material respect any existing accounting method, principleotherwise dispose of, or practiceagree to sell, other than as required by GAAPlease, exchange, mortgage, pledge, transfer, assign or otherwise dispose of, any Assets with a Fair Market Value of Ten Thousand Dollars ($10,000) or more, or Assets with an aggregate Fair Market Value of Fifty Thousand Dollars ($50,000) or more, in each case tangible or intangible; (l) enter into make any new Company Material Contract (capital expenditures other than in the ordinary course Ordinary Course of business consistent with past practice)Business, or modify make any capital expenditures in any respect adverse to the Company or any aggregate in excess of its Subsidiaries any existing Company Material ContractTen Thousand Dollars ($10,000); (m) fund amend or take renew, or enter into any action to cause a rabbi trust to be funded;Contract involving operations outside of the United States; or (n) take or agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of Company's representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or as previously disclosed to Parent in writing on SCHEDULE 5.2, or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toParent, from the date hereof of this Agreement until the Effective Time, the Company shall not, directly or indirectly through any Affiliate or otherwise (and the Stockholders shall not and shall not cause the Company to), and shall not permit any Affiliate to directly or indirectly, do any of the following: (a) split, combine(i) increase the compensation payable to, or reclassify to become payable to, any shares employee, director or executive officer; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt, enter into, amend, modify or terminate any Employee Benefit Plan or arrangement except as may be required by applicable Law; or (iv) hire any salaried person earning annual compensation, including salary, cash bonuses and commissions, in excess of its capital stock or make any other changes in its equity capital structure***; (b) purchasedeclare or pay any dividend on or make any other distribution in respect of, outstanding shares of capital stock; (i) redeem, purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock or any options, rights, securities or warrants to purchase any such capital stock or any securities obligations convertible into or exchangeable for any such shares of its capital stock; (c) declare, set aside, or pay any dividend options, warrants or make conversion or other rights to acquire any shares of its capital stock or any such securities or obligations); (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other distribution securities in respect of, in lieu of or in substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Security Interests, Liens, claims, pledges, limitations in voting rights, charges or other Encumbrances) of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any other shares, or any rights, warrants or options to acquire, any such shares; and (ii) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in, all or a portion of its capital stock or any options, rightsthe Assets of, or warrants by any other manner, any corporation, partnership, association or other business, organization or division thereof, or otherwise acquire or agree to purchase acquire any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise Assets of any options other Person (other than the purchase of Assets from suppliers or vendors in the Ordinary Course of any Rights under Business) which are material, individually or in the Rights Agreementaggregate, or designate any class or series of capital stock from its authorized but undesignated preferred stockto the Company; (f) purchase propose or adopt any capital assets amendments to its Certificate of Incorporation or its By-Laws; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (g) (i) change any of its methods of accounting in effect at December 31, 1996, or (ii) make or rescind any capital expenditures material election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes (except as set forth in where the Company's current capital expenditures budgetamount of such settlements or controversies, a copy of which has been delivered to Buyer) in excess of $250,000 individually or in the aggregate, purchase any business, purchase any stock of any corporationdoes not exceed ***), or merge change in any material respect any of its methods of reporting income or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than deductions for federal income Tax purposes from those employed in the ordinary course preparation of business consistent with past practicethe federal income Tax Return for the taxable year ended December 31, which sales1996, leases, licenses, encumbrances or other dispositions of assets other than inventoryexcept, in any eventthe case of clause (i) or clause (ii), are not material to the Company and its Subsidiaries, taken as a wholemay be required by Law or GAAP; (h) incur, assume, or guarantee enter into any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under Contract outside the Company's existing revolving credit facility or (ii) intercompany indebtednessOrdinary Course of Business; (i) enter into create, or permit the creation of, any new Benefit Plan or program or severance or employment agreement, modify in Lien upon any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in Assets outside the ordinary course Ordinary Course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or directorBusiness; (j) enter into any collective bargaining agreement employment Contract or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by lawor modify the terms of any existing such Contract or agreement; (k) change sell, lease, exchange, mortgage, pledge, transfer, assign or modify in any material respect any existing accounting method, principleotherwise dispose of, or practiceagree to sell, other than as required by GAAPlease, exchange, mortgage, pledge, transfer, assign or otherwise dispose of, any Assets with a Fair Market Value of *** or more, or Assets with an aggregate Fair Market Value of *** or more, in each case tangible or intangible; (l) enter into make any new Company Material Contract (capital expenditures other than in the ordinary course Ordinary Course of business consistent with past practice)Business, or modify make any capital expenditures in any respect adverse to the Company or any aggregate in excess of its Subsidiaries any existing Company Material Contract***; (m) fund amend or take renew, or enter into any action to cause a rabbi trust to be fundedContract involving operations outside of the United States; (n) take or agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the Company's representations and warranties set forth in this Agreement being untrue in any material respect or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Mergersatisfied in any material respect; or (to) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented Subject to in writing by Buyerthe terms and conditions herein, for the duration of the Restructuring Support Period, the Company will not and will not permit any (except with the prior written consent of its Subsidiaries to, from the date hereof until the Effective Time: (aRequisite Consenting Creditors) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquireshall not, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock;: (ci) declare, set aside, (A) publicly announce its intention not to pursue the Restructuring; (B) suspend or pay any dividend revoke the Restructuring; or make any other distribution in respect of shares of its capital stock; (dC) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practicebusiness, which salesexecute any agreements, leasesinstruments, licenses, encumbrances or other dispositions of assets other than inventorydocuments (including any modifications or amendments to any Definitive Documentation necessary to effectuate the Restructuring) that, in any eventwhole or in part, are not material to the Company and its Subsidiaries, taken as a wholeinconsistent with this Agreement; (hii) incur(A) redeem, assumepurchase or acquire, or guarantee offer to acquire any indebtedness for money borrowed shares of, or any options, warrants, conversion privileges, or rights of any kind to acquire any shares of, any of its capital stock or other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility equity interests, or (iiB) intercompany indebtedness; (i) enter into issue, sell, pledge, dispose of, or grant or incur any new Benefit Plan or program or severance or employment agreementencumbrance on, modify in any respect any existing Benefit Plan or program (except as required by law) shares of, or any existing employment options, warrants, conversion privileges, or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits rights of any Company Employeekind to acquire any shares of, officer any of its capital stock or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract equity interests (other than in issuances of equity interests upon the ordinary course of business consistent with past practice)exercise, exchange, or modify conversion of options, warrants, or other conversion privileges that are outstanding as of the date hereof and only in any respect adverse to accordance with the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction terms of such claimoptions, liability warrants, or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof other conversion privileges as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Companyhereof); (riii) other than as required by the Plan, amend or propose to amend its certificate of formation or articles of incorporation, as applicable, or its operating agreement or bylaws, as applicable; (iv) (iA) relinquishsplit, waive combine or release reclassify any material contractual outstanding shares of its capital stock or other right or claim of the Company or its Subsidiariesequity interests, or (iiB) knowingly dispose declare, set aside or pay any dividend or other distribut ion payable in cash, stock, property, a combination thereof, or otherwise with respect to any of its capital stock or permit other equity interests or any capital stock or other equity interests of any other Person. (v) directly or indirectly take any action, or fail to lapse take any rights actions, where such taking or failing to take actions would be, in either case, (A) inconsistent with the satisfaction of the conditions precedent set forth in this Agreement, (B) inconsistent in any material Company Proprietary Rights respect with this Agreement or knowingly disclose the Definitive Documentation or (C) otherwise reasonably expected to any person not an employee prevent, interfere with, delay or impede the implementation or consummation of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementRestructuring; (svi) except pursuant to enter into, terminate, or modify any material operational contracts, leases or other arrangements without the fiduciary duties prior consent of the Requisite Consenting Creditors; or (vii) if the special committee of the Board of Directors Managers of 24 Holdings II LLC (the “Special Committee”), directs the Company to engage in a marketing or sale process for the Company (including with respect to all or substantially all of its assets) or any material portion of its assets (the “Postpetition Marketing Process”), including if Lazard Frères & Co. (“Lazard”) is directed to send marketing materials or a process letter and a teaser to those parties that Lazard contacted during the prepetition marketing process undertaken by the Company (x) provide interested bidders with access to the data room maintained by the Company or Lazard or access to any of the Company Company’s other financ ia l or similar advisors without having first entered into a customary non-disclosure agreement or (y) file a motion seeking approval of bidding procedures unless the Special Committee determines after having considered the feasibility of any proposed financing and the viability of any such bidder, as set forth evidenced by a resolution to such an effect, that continuing in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or the Postpetition Marketing Process is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoinga Superior Proposal.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice and except for the cash payments to be made immediately prior to the Effective Time pursuant to Section 2.3 with respect to the 1993 Stock Options and the 1996 Stock Options; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares, or any rights (including, without limitation, stock appreciation or stock depreciation rights), warrants or options to acquire, any such shares or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities (except for the issuance of shares upon the exercise of Stock Options outstanding as of the date hereof); or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice and in amounts which are set forth and described in (f) sell, lease, exchange, mortgage, pledge, transfer or pursuant otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any existing contract or agreementof its assets except for the grant of security interests in connection with the indebtedness permitted under Section 6.2(i) and dispositions of inventory and equipment in the ordinary course of business and consistent with past practice; (sg) except pursuant propose or adopt any amendments to its certificate of incorporation or bylaws; (i) change any of its methods of accounting in effect at April 1, 1997, or (ii) make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the fiduciary duties preparation of the Board federal income tax returns for the taxable year ending March 31, 1997, except, in the case of Directors clause (i) or clause (ii), as may be required by law or generally accepted accounting principles, consistently applied; (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than (i) indebtedness incurred in the ordinary course of business under the existing loan agreements described on Schedule 3.3 hereto, and (ii) trade payables incurred in the ordinary course of business consistent with past practices. (j) enter into or modify in any material respect any agreement which, if in effect as of the Company date hereof, would have been required to be disclosed on Schedule 3.12 as set forth in Sections 7.01(aa Material Contract; (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except Xxxx hereby covenants that, except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toInvestors, from the date hereof of this Agreement until the Effective TimeClosing, neither the Company nor any Company Subsidiary will do any of the following: (a1) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under increase the Company's existing revolving credit facility compensation payable to or to become payable to any of its directors, officers or employees (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or other than pursuant to employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, ); (ii) grant any increases severance or termination pay to (other than pursuant to its normal severance policy as in compensation or benefits effect on the date of any Company Employeethis Agreement), officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to employment or severance agreement with, any collective bargaining agreementdirector, officer or employee; (iii) establish, adopt, enter into or amend any Plan, except as may be required by lawapplicable Law; or (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business consistent with past practice); (k2) change except for the Repurchase, (i) redeem, purchase or modify in otherwise acquire any material respect shares of its capital stock or any existing accounting method, principlesecurities or obligations convertible into or exchangeable for any shares of its capital stock, or practiceany options, warrants or conversion or other than as required by GAAPrights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (l3) enter issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any new Company Material Contract such shares, or any rights, warrants or options to acquire, any such shares; (4) except for the Charter Amendments, propose or adopt any amendments to its certificate or articles of incorporation or as to its by-laws, or any similar charter or organizational documents; (5) except for the Subsidiary Sale and the Financing, sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m6) fund or take release any action to cause a rabbi trust to be fundedthird party from its obligations under any existing confidentiality agreements; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p7) (i) pay, discharge, settle or satisfy change any material claims against the Company or of its Subsidiaries (including claims methods of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as accounting in effect on the date of this Agreementat December 31, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice1998, or (ii) waivemake or rescind any express or deemed election relating to Taxes, release(iii) settle or compromise any Tax related Litigation, grant Audit or transfer controversy, or (iv) change any right of material valueits methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ended December 31, 1998, except as may be required by law or changes in GAAP; (8) except for the Financing, incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument (other than in the ordinary course of business consistent with past practicebusiness); (q9) enter into any agreement with any Company Contract for a term in excess of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive one year and providing for aggregate payments to or release any material contractual or other right or claim of from the Company or its Subsidiaries, or (ii) knowingly dispose in excess of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger$5 million; or (t10) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly ------------------------------------------------ contemplated by this Agreement Agreement, as set forth in Section 4.02 of the Seller Disclosure Schedule or otherwise consented to in writing by Buyer, the Company will which consent shall not and will not permit any of its Subsidiaries tobe unreasonably withheld, from the date hereof of this Agreement until the Effective TimeClosing, Seller shall cause the Company not to do any of the following: (a) splitdeclare, combineset aside or pay any dividend on, or reclassify make any other distribution payable in cash, property or otherwise with respect to, outstanding shares of capital stock, other than pursuant to Section 5.09 of this Agreement; (b) (i) redeem, purchase or otherwise acquire any shares of its capital stock stock; (ii) effect any reorganization or make recapitalization; or (iii) split, combine or reclassify any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, issue or warrants to purchase any such capital stock authorize or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make propose the issuance of any other distribution securities in respect of, in lieu of or in substitution for, shares of its capital stock; (c) issue, deliver, award, grant or sell, or authorize the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares; (d) amend its charteracquire or agree to acquire, bylawsby merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or similar organizational documentsby any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice); (e) issue incorporate or organize any shares of its capital stock Subsidiary or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, exchange, license, encumber mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, license, mortgage, pledge, transfer or otherwise dispose of, any of any its assets or properties, other than in the ordinary course of business consistent with past practicebusiness; (f) adopt any amendments to its Articles of Incorporation or Bylaws; (g) modify, amend, or terminate any Contract, agreement or license listed on Section 2.09 of the Seller Disclosure Schedule to which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiariesis a party or by which it is bound, taken as a wholeor waive, release, or assign any material rights or claims; (h) incur, assumemake any capital expenditures or commitments therefor, or guarantee incur any indebtedness obligation for borrowed money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany purchase money indebtedness;, whether or not evidenced by a note, bond, debenture or similar instrument; or (i) enter into authorize any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant commit or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit agree to take any action that would or is reasonably likely to (i) result in any of of, the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoingforegoing actions.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement and except as set forth in Schedule 6.2, or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time: , the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineexecutive officers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay (other than pursuant to existing severance arrangements or policies as in effect on the date of this Agreement) to, or reclassify enter into or modify any employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable law; (b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of its capital stock; (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations (except in connection with the exercise of outstanding Options referred to in Schedule 3.3 in accordance with their terms); (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock; (d) (i) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury), any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into exercisable or exchangeable for any such capital stockshares (including any phantom options or stock appreciation rights), or any rights, warrants or options to acquire, any such shares (except for issuances the issuance of shares of Company Common Stock upon the exercise of any options outstanding Options and the issuance of shares under the Company Stock Purchase Plans); or (ii) amend or otherwise modify the terms of any Rights under such rights, warrants or options in a manner inconsistent with the Rights Agreementprovisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or designate by any class other manner, any business or series any corporation, partnership, association or other business organization or division (other than a wholly-owned Subsidiary) thereof, or otherwise acquire or agree to acquire any assets of capital stock from its authorized but undesignated preferred stock; any other person (f) other than the purchase any capital of assets in the ordinary course of business and consistent with past practice), or make or commit to make any capital expenditures (except as set forth in the Company's current other than capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice; (f) sell, which saleslease, leasesexchange, licensesmortgage, encumbrances pledge, transfer or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assumeotherwise dispose of, or guarantee agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any indebtedness of its material assets except for the grant of purchase money borrowed other than security interests not to exceed Five Hundred Thousand Dollars (i$500,000) borrowings incurred for working capital purposes under in the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or aggregate and dispositions in the ordinary course of business and consistent with past practice; (g) propose or adopt any amendments to its certificate of incorporation or, grant as to its bylaws or partnership agreement, as the case may be, any increases amendments that would have an adverse impact on the consummation of the transactions contemplated by this Agreement or would be adverse to Acquiror's interests; (h) (i) change any of its methods of accounting in compensation effect at January 1, 1997, or benefits (ii) make or rescind any express or deemed election relating to taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes (except where the amount of such settlements or controversies, individually or in the aggregate, does not exceed Five Hundred Thousand Dollars ($500,000), or change any Company Employeeof its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31, officer 1996, except, in the case of clause (i) or director; clause (ii), as may be required by law or generally accepted accounting principles; (i) incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than (i) purchase money indebtedness not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate, (ii) indebtedness incurred in the ordinary course of business under the existing loan agreements described on Schedule 3.3 hereto, and (iii) capitalized leases not to exceed One Million Dollars ($1,000,000) in the aggregate; (j) without the written consent of Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting methodagreement which, principleif in effect as of the date hereof, or practice, other than would have been required to be disclosed on Schedule 3.12 as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company a Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tk) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toParent, from the date hereof until the Effective Time, the Company shall not, and shall cause each of its subsidiaries not to, do any of the following: (a) split(i) increase the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay to, or reclassify enter into or modify any shares employment or severance agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; PROVIDED, HOWEVER, that this Section 5.2(b) shall not prohibit any wholly owned (directly or indirectly) subsidiary of the Company from declaring, setting aside or paying any dividend on, or making any distribution in respect of, its capital stock. (c) (i) redeem, repurchase or otherwise reacquire any share of its capital stock or make any other changes in securities or obligations convertible into or exercisable or exchangeable for any share of its equity capital structure; (b) purchase, redeemstock, or otherwise acquireany options, directly warrants or indirectly, conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations (other than in connection with the exercise of any 1992 Plan Options, rights1996 Plan Options, Non-Plan Options and Warrants and the delivery of Company Common Stock in payment of the exercise price thereof); (ii) effect any reorganization or warrants to purchase recapitalization; or (iii) split, combine or reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares, or any rights (including, without limitation, stock appreciation or stock depreciation rights), warrants or options to acquire, any such shares or securities or any rights, warrants or options directly or indirectly to acquire any such shares or securities (except for the issuance of shares upon the exercise of 1992 Plan Options, 1996 Plan Options, Non-Plan Options and Warrants outstanding as of the date hereof); or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire all or substantially all assets of any assets or properties, other Person (other than the purchase of receivables in the ordinary course of business and consistent with past practice); (f) sell, which saleslease, leasesexchange, licensesmortgage, encumbrances pledge, transfer or other otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets, except for dispositions of assets other than inventory, in the ordinary course of business; (g) propose or adopt any event, are not material amendments to the Company and its Subsidiaries, taken as a wholeCertificate of Incorporation or the Company Bylaws; (hi) incurchange any of its methods of accounting in effect at January 1, assume1998, or guarantee (ii) make or rescind any indebtedness express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions for money Federal income Tax purposes from those employed in the preparation of the Federal income Tax returns for the taxable year ending December 31, 1997, except, in the case of clause (i) or clause (ii), as may be required by law or GAAP, consistently applied; (i) prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than (i) borrowings indebtedness incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases under the existing loan agreements described in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) Item 3.24 of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or Disclosure Schedule and (ii) waive, release, grant or transfer any right of material value, other than trade payables incurred in the ordinary course of business consistent with past practice; (qj) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is could reasonably likely be expected to (i) result in any of its representations and warranties set forth in this Agreement being untrue in any material respect or in any of the conditions to the Merger set forth in Article VIII VII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Mergersatisfied in any material respect that in any case would have a Company Material Adverse Effect; or (tk) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Merger Agreement or otherwise consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries toAcquiror, from the date hereof until the Effective Time, the Company shall not, and shall cause each Subsidiary not to, and the Company Stockholders shall cause the Company and each Subsidiary not to, take any of the following actions: (ai) splitincrease the compensation payable to or to become payable to any of its directors, combineofficers or employees, except for increases in salary, wages or bonuses payable or to become payable in the Ordinary Course of Business; (ii) grant any severance or termination pay to, or reclassify enter into or modify any employment or severance Agreement with, any of its directors, officers or employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as may be required by applicable Law; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or make any other changes in its equity capital structurethan the $575,000 distribution; (bc) purchase, (i) redeem, repurchase or otherwise acquirereacquire any share of its capital stock or any securities or obligations convertible into or exchangeable for any share of its capital stock, directly or indirectlyany options, warrants or conversion or other rights to acquire any shares of its capital stock or any optionssuch securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, rights, combine or warrants to purchase reclassify any such of its capital stock or issue or authorize or propose the issuance of any other securities convertible into or exchangeable for any such capital stock; (c) declarein respect of, set asidein lieu of, or pay any dividend or make any other distribution in respect of substitution for, shares of its capital stock; (d) amend its charter(i) issue, bylawsdeliver, award, grant or sell, or similar organizational documentsauthorize or propose the issuance, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury) or other equity securities, any securities or obligations directly or indirectly convertible into or exercisable or exchangeable for any such shares or securities, or any rights, warrants or options directly or indirectly to acquire any such shares or securities; or (ii) amend or otherwise modify the terms of any such securities, obligations, rights, warrants or options in a manner inconsistent with the provisions of this Merger Agreement or the effect of which shall be to make such terms more favorable to the holders thereof; (e) issue any shares acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of its capital stock or any options, rightsthe assets of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, partnership, association or merge other business organization or consolidate with any person; (g) selldivision thereof, lease, license, encumber or otherwise dispose acquire or agree to acquire any assets of any assets or properties, other Person (other than the purchase of inventory in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in make or commit to make any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), capital expenditures other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures capital expenditures in the ordinary course of business consistent with past practice or pursuant and in amounts which are set forth on the attached Schedule 6.2(e), a true and complete copy of which has been provided to any existing contract or agreementAcquiror and other than expenditures in connection with the consummation of the transactions contemplated hereunder; and will not unreasonably delay in making expenditures contemplated as set forth on Schedule 6.2(e); (sf) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets or properties except for dispositions in the Ordinary Course of Business; (g) propose or adopt any amendments to its certificate of incorporation, bylaws or other comparable charter or organizational documents; (i) change any of its methods of accounting in effect at January 1, 1999, or (ii) except pursuant with respect to state and federal excise Taxes that may be or become due and payable, make or rescind any express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except, in the fiduciary duties case of clause (i) or clause (ii), as may be required by Law or GAAP, consistently applied; (i) other than the Company Stockholder debt, prepay, before the scheduled maturity thereof, any of its long-term debt, or incur any obligation for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, other than trade payables incurred in the Ordinary Course of Business and payables incurred in connection with consummation of the Board of Directors transactions contemplated hereunder; (j) enter into or modify in any material respect any Material Contract or any other Agreement which, if in effect as of the Company date hereof, would have been required to be disclosed on Schedule 3.11, except for the restructuring of the Revolving Credit Note Agreements, dated March 5, 1999 and April 1, 1999, identified on the Company's Unaudited Balance Sheet as set forth in Sections 7.01(athe Notes Payable, as more fully described on Schedule 6.2(j). (k) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit fail to take any action that where such action or failure to act would or is could reasonably likely be expected to have a Company Material Adverse Effect (ias defined in Section 11.2) or result in any of its representations and warranties set forth in this Merger Agreement being untrue or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (tl) enter into any commitment agree in writing or otherwise to do any of the foregoing.

Negative Covenants of the Company. Except During the period from the date of this Agreement to the Effective Time, except (i) as otherwise required or set forth on Schedule 4.2, (ii) as expressly contemplated or permitted by this Agreement or consented (iii) to the extent that Parent shall otherwise consent in writing writing, such consent not to be unreasonably withheld (it being understood, without excluding any other reason, that it shall not be unreasonable for Parent to withhold such consent if Parent in its reasonable judgment shall have determined that any proposed action would increase the aggregate amounts payable by BuyerParent under Article II or adversely affect the Financing), the Company will not shall not, and will shall not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) (i) declare, set aside or pay dividends on, or make other distributions in respect of, any capital stock (other than cash dividends and distributions by wholly-owned Subsidiaries of the Company), or set aside funds therefor, (ii) adjust, split, combine, combine or reclassify any shares capital stock, or issue, authorize or propose the issuance of its any other securities in respect of, in lieu of or in substitution for, any capital stock or make (iii) repurchase, redeem or otherwise acquire any other changes in its equity capital structurestock or securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock, or set aside funds therefor, except for cashless exercises to the extent permitted under a Company Stock Option; (bi) purchaseexcept for shares of Company Common Stock (and associated Rights) issuable pursuant to Company Stock Options or Company Warrants outstanding on the date of this Agreement in accordance with the current terms thereof, redeemissue, deliver, pledge, sell or otherwise acquire, directly or indirectly, encumber any shares of its capital stock, any other voting securities or any securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock or other voting securities or (ii) amend the terms of any options, rights, outstanding debt or warrants to purchase equity security of the Company (including any such capital stock Company Stock Option or Company Warrant) or any securities convertible into or exchangeable for any such capital stockStock Plan; (c) declare, set aside, amend or pay any dividend propose to amend its certificate or make any articles of incorporation or bylaws (or other distribution in respect of shares of its capital stockorganizational documents); (di) amend its charter, bylawsmerge or consolidate with, or similar organizational documentsacquire any interest in, any corporation, partnership, limited liability company, association or other business organization or division thereof except for the creation of a wholly-owned Subsidiary of the Company in the ordinary course of business, (ii) acquire or agree to acquire any material assets, except for acquisitions of inventory, equipment and raw materials in the ordinary course of business and consistent with past practice or (iii) make any loan or advance to, or otherwise make any investment in, any Persons other than loans or advances to, or investments in, Subsidiaries of the Company or Company Managed Practices existing on the date of this Agreement consistent with past practices; (e) issue any shares of its capital stock sell, lease, encumber or any options, rightsotherwise dispose of, or warrants subject to purchase any such capital stock Lien, any assets having a fair market or any securities convertible into or exchangeable for any such capital stockbook value in excess of $2,000,000 in the aggregate, except for issuances other than sales of shares inventory in the ordinary course of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stockbusiness consistent with past practice; (f) purchase any capital assets authorize, recommend, propose or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, announce an intention to adopt a copy plan of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, complete or merge partial liquidation or consolidate with any persondissolution; (g) sell, lease, license, encumber or otherwise dispose except for increases in the compensation of any assets or properties, employees (other than employees that are directors or executive officers) made in the ordinary course of business and consistent with past practice, and except as may be required by applicable Law or pursuant to any Plan existing on the date of this Agreement, (i) grant to any director, officer, employee or consultant any increase in compensation, severance or termination pay, (ii) enter into any new, or amend (including by accelerating rights or benefits under) any existing, employment, consulting, indemnification, severance or termination agreement with any director, officer, employee or consultant or (iii) establish, adopt or become obligated under any new Plan or collective bargaining agreement or amend (including by accelerating rights or benefits under) any such Plan or arrangement in existence on the date hereof; (i) assume, incur or guarantee any Indebtedness except for drawdowns under the Company's existing senior credit facility (subject to the total commitment of the lenders thereunder as in effect on the date hereof) made in the ordinary course of business consistent with past practice, which sales(ii) issue or sell any debt securities or warrants or rights to acquire any debt securities, leases, licenses, encumbrances (iii) guarantee any other obligations of any other Person or (iv) enter into any "keep well" or other dispositions agreement to maintain the financial condition of assets any other Person or any other agreement having the same economic effect; (i) other than inventoryas required by SEC guidelines or GAAP, make any changes with respect to accounting policies, procedures and practices or to change its fiscal year; (j) settle or compromise any claims or litigation involving potential payments by or to the Company or any of its Subsidiaries of more than $2,000,000 in any eventthe aggregate, or that admit liability or consent to non-monetary relief, or that otherwise are not or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle discharge or satisfy any other material claims against the Company or its Subsidiaries (including claims of shareholders)claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business and consistent with past practice; (ql) make or rescind any material tax election, or take any material tax position or settle or compromise any material audit, examination, litigation, proceeding (whether judicial or administrative) or matter in controversy relating to taxes, or make any change to its method of reporting income, deductions or other tax items for tax purposes; (m) enter into any agreement license with respect to Company Intellectual Property unless such license is non-exclusive and entered into in the ordinary course consistent with past practice; (n) enter into any new line of business; (o) make any capital expenditures, except for any capital expenditure or series of related capital expenditures reflected in the Approved Capital Report, a copy of which is attached as Schedule 4.2(o), or any capital expenditure or series of capital expenditures which are not reflected in such Approved Capital Report but which are collectively less than $1,000,000; (p) enter into any contracts, agreements or arrangements of the type described in Section 3.1(v)(ix); (q) alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or any of their respective affiliates (other than wholly owned Subsidiaries of the Company)its Subsidiaries; (r) (i) relinquishredeem the Rights, waive or release amend or modify or terminate the Rights Agreement other than to delay the Distribution Date (as defined in the Rights Agreement) with respect to, or to render the Rights inapplicable to, the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (ii) permit the Rights to become non-redeemable at the redemption price currently in effect, except by reason of clause (iii) below, or (iii) take any material contractual action which would allow any Person other than Parent or other right Acquisition or claim any of their affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the Company Common Stock without causing a Distribution Date (as defined in the Rights Agreement) or its Subsidiaries, a Stock Acquisition Date (as defined in the Rights Agreement) to occur or (ii) knowingly dispose of or permit to lapse otherwise take any rights in any material Company Proprietary action which would render the Rights or knowingly disclose Agreement inapplicable to any person not an employee transaction contemplated by such Person; (s) unless such terms as waived, modified or consented to are no more favorable to the other party than those set forth in the Confidentiality Agreement (as defined below), waive any benefits of, or consultant agree to modify in any respect, or adviser tofail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar agreement to which the Company or any of its Subsidiaries of is a party or waive any material benefits of, or agree to modify in any material respect, or fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar agreement to which the Company or otherwise knowingly dispose any of any trade secret, process or knowhow not its Subsidiaries is a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreementparty; (st) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), knowingly or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to intentionally take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, representations or (ii) prevent, materially delay or materially impede the consummation warranties of the MergerCompany hereunder being untrue in any material respect; or (tu) enter into agree to or make any commitment to do to, whether orally or in writing, take any of the foregoingactions prohibited by this Agreement.