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 (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its Subsidiaries, from the date hereof until the Effective Time, to: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (q) 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 to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)a) Without limiting any other covenants and provisions hereof, the Company will not covenants and will not permit any agrees that it shall comply with each of its Subsidiaries, from the date hereof provisions of this Section 3.11(a) until the Effective Timeconsummation of the Initial Offering unless failure to comply with any such covenant is waived by at least a majority of the then outstanding shares of Series A Preferred Stock, tovoting as a separate class: (ai) splitThe Company shall not redeem, combinepurchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) or declare and pay or set aside funds for the payment of any dividend with respect to, any share or shares of capital stock, purchase, redeem, retire, or reclassify otherwise acquire for value 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, options or warrants to purchase capital stock) now or hereafter outstanding, return any such capital stock to its stockholders as such, or make any distribution of assets to is stockholders as such. (ii) The Company shall not authorize or issue, or obligate itself to authorize or issue, (A) additional shares of Series A Preferred Stock or Series C Preferred Stock, (B) any new class or series of stock, or any other securities convertible into or exchangeable for any such capital stock, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as equity securities of the date Company, ranking on parity with or senior to the Series A Preferred Stock and Series C Preferred Stock in right of this Agreement; (c) declareredemption, set asideliquidation preference, dividends, or pay any dividend right of voting; 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 Common Stock (or any options, rights, options or warrants to purchase any Common Stock) if such capital stock issuance (or any securities convertible into exercise of such right, option or exchangeable for any such capital stock, except for issuances of warrant) would result in the Company having more than 18,000 shares of Company Common Stock upon the exercise issued and outstanding (such number to be adjusted in respect of any options stock split, stock dividend, combination, recapitalization or of any the like). (iii) The Company Rights under shall not amend, restate, modify or alter the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price rights, preferences and privileges of the Company Common Series A Preferred Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, or designate any class or series of capital stock from its authorized but undesignated preferred stock;Series C Preferred Stock. (fiv) purchase any capital assets or make any capital expenditures in excess of $100,000 in the aggregate, purchase any business, purchase any stock of any corporation, or The Company shall not merge or consolidate with any person; (g) other corporation, or sell, leaseassign, license, encumber lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) all, or any significant portion, of its assets (whether now owned or propertieshereinafter acquired), including without limitation sales of the Company’s intellectual property and technology, or consent to any liquidation, dissolution or winding up of the Company, 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. (v) The Company shall not increase or decrease the number of directors constituting the Company’s Board of Directors. (vi) The Company shall not amend, restate, modify or alter the bylaws or the Certificate of Incorporation of the Company in a manner which adversely affects the rights and preferences of the holders of the Series A Preferred Stock and Series C Preferred Stock. (vii) The Company shall not enter into any transaction or amend any existing agreement with any officer or director of the Company or holder of any shares of capital stock of the Company, or any member of their respective immediate families or any corporation or other than entity directly or indirectly controlled by one or more of such officers, directors or stockholders or members of their immediate families except for compensation arrangements approved by the Board of Directors and entered into in the ordinary course of business and consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets, in any event, are not material to the Company and its Subsidiaries, taken as a whole;. (hviii) incurThe Company shall not enter into a line of business that does not relate to its operation of a regionally accredited higher or post-secondary education business or enact material changes to its current programs or operations, assumeunless such material changes are described in the Business Plan, or guarantee any indebtedness for money borrowed other than intercompany indebtedness an amendment or trade payables arising in the ordinary course of business consistent with past practices; (i) enter into any new Benefit Plan or program or severance or employment agreementsupplement thereto, modify in any respect any existing Benefit Plan or program (except as required and approved 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 practices, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (q) enter into any commitment to do any of the foregoingDirectors.

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 the termination of this Agreement, the Company covenants and agrees that it will not do or agree or commit to in writing by Buyer (do any of the following without the prior written consent of the chief executive officer, chief operating officer or chief financial officer of Parent, which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its Subsidiaries, from the date hereof until the Effective Time, to: (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 or exchangeable for any such capital stockshares, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date capital stock of this Agreement; (c) declarethe Company, set aside, or 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 of Company, or any options stock appreciation rights, or of any Company Rights under the Company Rights Agreement option, warrant, conversion, or options granted under Company Option Plans at exercise prices not less that the closing price 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 other securities in respect of or in substitution for shares of Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new optionsStock, 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 in excess of $100,000 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 assetsany 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases increase in compensation or benefits to any Company Employee, officer the employees or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreementofficers of the 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), pursuant to written policies or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (q) enter into any commitment to do any of the foregoingclaims.

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 Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)Parent, 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, from the date hereof until the Effective Time, to: 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 stockemployees, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (c) declareofficers, 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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 made in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to 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 termination of pay (other than pursuant to the Company or any normal severance policy of its Subsidiaries any existing Company Material Contract; (m) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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) (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (q) 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 Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld), from the date of this Agreement until the Closing Date, the Company will not and will not permit do any of its Subsidiaries, from the date hereof until the Effective Time, tofollowing: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (i) enter into any new Benefit Plan increase the compensation payable to 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 practices, grant any increases in compensation or benefits to become payable to any Company Employeedirector, officer or director; employee; (jii) enter into grant any collective bargaining agreement severance 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 pursuant to the Company or any of its Subsidiaries any existing Company Material Contract; (m) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (nj) 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); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (bBuyer), or as expressly permitted pursuant to Sections 7.2 agree in writing or 9.1otherwise, 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 (q) 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 as otherwise required or expressly contemplated by this Agreement or consented Subject to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)the 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, from the date hereof until the Effective Time, to: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement;: (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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 assetsdocuments (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 other than intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (i) enter into any new Benefit Plan or program or severance or employment agreementshares of, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreementoptions, orwarrants, except as required under existing agreements or in the ordinary course of business consistent with past practices, grant any increases in compensation or benefits to 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, principleconversion privileges, or practicerights of any kind to acquire any shares of, any of its capital stock or other than as required by GAAP; equity interests, or (lB) enter into issue, sell, pledge, dispose of, or grant or incur any new Company Material Contract encumbrance on, any 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 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Companyhereof); (oiii) 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 Intellectual Property 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 know-how 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; (pvi) 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 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 (q) 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 (which consent or declination to consent shall not be unreasonably delayed or withheld)HUWX, from the date of this Agreement until the Effective Time, the Company will not and will not permit do any of its Subsidiaries, from the date hereof until the Effective Time, toforegoing: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 of its assets, except for money borrowed other than intercompany indebtedness or trade payables arising dispositions of inventories and of assets in the ordinary course of business and consistent with past practicespractice; (g) release any third party from its obligations, or grant any 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 effect at September 30, 2015, except as required by Law or GAAP, or (ii) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (i) enter into incur any new Benefit Plan obligation for borrowed money or program purchase money indebtedness, 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 in the ordinary course of business consistent with past practices, grant any increases in compensation or benefits other than such obligations that are owed to any Company Employee, officer or directorHUWX 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) enter into or amend in any material 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; (in) pay, dischargesatisfy, discharge or settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders)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 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company)aggregate; (o) (i) relinquishmake any loans, waive advances or release any material contractual or other right or claim of the Company or its Subsidiariescapital contributions to, or (ii) knowingly dispose of or permit to lapse any rights investments in any material Company Intellectual Property 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 know-how 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 agreementPerson; (p) except pursuant to enter into any new line of business; (q) make any capital expenditures in excess of $1,000 individually or in the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Mergeraggregate; or (qr) 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 (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its SubsidiariesAcquiror, 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 stockin respect of, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (c) declare, set asidelieu 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (pf) 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 7.1(adate hereof, would have been required to be disclosed on Schedule 2.11; (k) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 (ql) 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 set forth on Schedule 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 Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)writing, the Company will not shall not, and will shall not permit any of its Subsidiaries, from the date hereof until the Effective Time, Subsidiaries to: (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 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 any other changes in its equity capital structure; (biii) purchase, redeem, redeem or otherwise acquire, directly or indirectly, acquire any shares of its capital stock or any options, rightssecurities directly or indirectly convertible into, or warrants to purchase any such capital stock or any securities convertible into exercisable or exchangeable for any such for, capital stock, other than in connection with or set aside funds therefore (except upon the repurchase at cost exercise of unvested shares of restricted company stock issued pursuant to agreements in effect as of Company Stock Options outstanding on the date of this AgreementAgreement as set forth on Schedule 3.1(b) to the extent cashless exercises are provided for in the Stock Plan governing such Company Stock Option); (i) except for shares of Company Common Stock issuable pursuant to Company Stock Options outstanding on the date of this Agreement in accordance with the current terms thereof, issue, deliver, hypothecate, pledge, sell or otherwise encumber any shares of 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 “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or (ii) amend the terms of any outstanding debt or equity security (including any Company Stock Option) or any Stock 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); (d) amend its charter, bylaws(i) merge or consolidate with, or similar organizational documentsacquire any interest in, any Person or division or unit thereof, (ii) acquire or agree to acquire any 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, advance or capital contribution to, or otherwise make any investment in, any Person other than loans or advances to, or investments in, wholly-owned Subsidiaries of the Company and Company Managed Practices existing on the date of this Agreement in the ordinary course of business consistent with past practice; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, or subject to any Lien, any of any assets or propertiesits assets, other than (i) sales of inventory in the ordinary course of business consistent with past practice and (ii) other dispositions in the ordinary course of business so long as the aggregate value of all assets so disposed does not exceed $500,000; (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, which salesand except as may be required by applicable Law or pursuant to any Plan existing on the date of this Agreement, leases(i) grant to any current or former director, licensesofficer, encumbrances employee or consultant any increase in compensation, severance, termination pay or fringe or other dispositions benefits, (ii) enter into any new, or amend (including by accelerating rights or benefits under) any existing, employment, consulting, indemnification, change of assetscontrol, severance or termination agreement with any current or former 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; (h) (i) assume, incur or guarantee any Indebtedness, (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 (other than those of wholly-owned Subsidiaries of the Company) 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 or GAAP, revalue any material assets or make any changes with respect to accounting policies, procedures and practices or to change its fiscal year; (j) settle or compromise any pending or threatened claims, litigations, arbitrations or other proceedings (A) involving potential payments by or to the Company or any of its Subsidiaries of more than $500,000 in the aggregate (other than pending or threatened claims, litigations, arbitrations or other proceedings involving, in any eventthe aggregate, payments of $1,000,000 or less which are settled for amounts not greater than applicable reserves therefor that were reflected in the financial statements included in 2003 10-K), (B) that admit liability or consent to non-monetary relief, or (C) that otherwise are or could reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (hi) incur, assume, or guarantee any indebtedness for money borrowed other than intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to the Debt Offer (as hereinafter defined), pay, discharge or satisfy any collective bargaining agreementother claims, except as required by law; liabilities or obligations (k) change absolute, accrued, asserted or modify in any material respect any existing accounting methodunasserted, principlecontingent or otherwise), or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (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 of substantial value or (iv) waive any benefits of, or agree to modify in any respect, or fail to enforce, or consent to any matter with respect adverse to which consent is required under, any confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (l) (i) make or rescind any 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 or to the Company or any of its Subsidiaries of more than $500,000 in the aggregate (other than such items involving, in the aggregate, payments of $1,000,000 or less which are settled for amounts not greater than applicable reserves therefor that were reflected in the financial statements included in 2003 10-K), (B) that admit liability or consent to non-monetary relief, or (C) that otherwise are or could reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or (iii) make any existing Company Material Contractchange to its method of reporting income, deductions or other tax items for tax purposes; (m) (i) pay, discharge, settle or satisfy enter into any material claims against the license with respect to Company or its Subsidiaries (including claims of stockholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of Intellectual Property unless 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 license is non-exclusive and entered into in the ordinary course of business consistent with past practice; (n) enter into any agreement with any new line of their respective affiliates (other than wholly owned Subsidiaries of the Company)business; (o) make any capital expenditures, except for any capital expenditure or series of related capital expenditures which, together with all other capital expenditures made after the date hereof, collectively, is less than $500,000, and except for specific capital expenditures in the amounts set forth in the Company’s 2004 Budget as made available to Parent and Acquisition prior to the date of this Agreement; (ip) relinquishenter into any contracts, waive agreements or release arrangements of the type described in Section 3.1(u)(vi); (q) modify, amend, cancel or terminate any material contractual contracts, agreements or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit arrangements to lapse any rights in any material Company Intellectual Property or knowingly disclose to any person not an employee of, or consultant or adviser to, which the Company or any of its Subsidiaries is a party; (r) enter into any 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; (s) enter into, modify, amend, cancel or terminate any contract, agreement or arrangement which if so entered into, modified, amended or terminated could reasonably be expected to (i) have a Company Material Adverse Effect, (ii) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement; (t) alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or otherwise knowingly dispose any of any trade secret, process or know-how 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 agreementits Subsidiaries; (pu) (i) except pursuant to the fiduciary duties of extent that the Board of Directors of the Company deems necessary in connection with the entering into of a Permitted Alternative Agreement (as set forth hereinafter defined) in Sections 7.1(a) and (b)compliance with the provisions of this Agreement, 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 7.2 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 9.1, (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; (v) 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 (qw) enter into agree to or make any commitment commitment, whether orally or in writing, to do take any of the foregoingactions prohibited by this Agreement.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)Buyer, the Company will not and will not permit any of its Subsidiaries, from the date hereof until the Effective Time, to: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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, Articles of Incorporation or similar organizational documentsBy-Laws; (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 Class B Common Stock upon the exercise of any options or of any Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new currently outstanding options, or designate any class or series of capital stock from its authorized but undesignated preferred stockPreferred Stock; (f) purchase any capital assets or make any capital expenditures expenditures, in excess of $100,000 in the aggregateeither case, other than pursuant to existing contractual commitments, 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 assetsassets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a wholeCompany; (h) incur, assume, or guarantee any indebtedness for money borrowed other than intercompany (i) borrowings incurred for working capital purposes under the Company’s existing revolving credit facility or (ii) indebtedness or trade payables arising incurred on commercially reasonable terms for the sole purpose of paying all amounts due under the Repurchase Agreement (as defined in Section 7.1(i) hereof) in order to satisfy the ordinary course of business consistent with past practicescondition to closing set forth in Section 7.1(i) hereof; (i) enter into any new Benefit Employee Plan or program or severance or employment agreement, modify in any respect any existing Benefit Employee 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 practicesagreements, grant any increases in compensation or benefits to of any Company Employeeemployee, officer or directordirector of the Company; (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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholdersshareholders), 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 Interim Financial Statements (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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company)its affiliates; (o) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its SubsidiariesCompany, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Intellectual Property 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 Trade Secret or knowKnow-how How 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; (p) except pursuant take any action to impair the fiduciary duties effectiveness of the Board of Directors of actions taken by the Company as set forth in Sections 7.1(aCompany’s shareholders to approve the Merger; (q) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 Closing set forth in Article VIII VII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (qr) 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 Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)the 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, from the date hereof until the Effective Time, to: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement;: (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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 assetsdocuments (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 other than intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (i) enter into any new Benefit Plan or program or severance or employment agreementshares of, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreementoptions, orwarrants, except as required under existing agreements or in the ordinary course of business consistent with past practices, grant any increases in compensation or benefits to 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, principleconversion privileges, or practicerights of any kind to acquire any shares of, any of its capital stock or other than as required by GAAP; equity interests, or (lB) enter into issue, sell, pledge, dispose of, or grant or incur any new Company Material Contract encumbrance on, any 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 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Companyhereof); (oiii) 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 Intellectual Property 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 know-how 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; (pvi) 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 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 (q) enter into any commitment to do any of the foregoinga Superior Proposal.

Negative Covenants of the Company. Except Without limiting the generality of the foregoing, during the Pre-Closing Period, except (i) as otherwise required or expressly consented to in writing by Parent, (ii) as specifically contemplated by this Agreement or consented to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld), iii) as set forth on Schedule 4.2(b): (i) the Company will not and will not permit shall not, directly or indirectly, do any of its Subsidiaries, from the date hereof until the Effective Time, tofollowing: (a1) other than the distribution of cash by the Company to the Stockholders on or before the Closing, declare, set aside or pay any distributions or dividends, split, combine, combine or reclassify any shares Equity Securities or issue or authorize the issuance of any other Equity Securities in respect of, in lieu of or in substitution for its capital stock Equity Securities or Indebtedness; or purchase, redeem or otherwise acquire any Equity Securities, or make any other changes in with respect to its equity capital structure; (b2) purchaseissue or incur any Indebtedness or issue, redeemdeliver, sell, grant, pledge or otherwise acquire, directly dispose of or indirectly, encumber 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, Equity Securities (other than in connection with the repurchase at cost exercise or conversion of unvested shares rights provided to holders of restricted company stock issued pursuant to agreements securities in effect existence as of the date of this Agreementhereof); (c3) declare, set aside, amend or pay adopt any dividend or make any other distribution in respect of shares of amendments to its capital stockOrganizational Documents except for the Pre-Closing Amendments; (d4) amend its charter, bylawsacquire by merging or consolidating with, or similar organizational documents; (e) issue any shares by purchasing all or a substantial portion of its capital stock the assets or any options, rightsstock of, or warrants to purchase by any such capital stock other manner, any business or any securities convertible into Person 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new optionsdivision thereof, 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 in excess of $100,000 that are material, in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any personto the Company; (g5) sell, lease, license, encumber pledge, or otherwise dispose of or otherwise encumber or subject (or allow to become subject) to any Encumbrance (other than a Permitted Encumbrance) any of its material properties or Assets, including any capital asset or related capital assets with a fair market value in excess of $50,000; (6) modify or propertiesamend any Disclosed Contract, enter into any Contractual Obligation that would be a Disclosed Contract or waive, release or assign any material rights or claims under any such Disclosed Contract or Contractual Obligation other than in the ordinary course Ordinary Course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets, in any event, are not material to the Company and its Subsidiaries, taken as a wholeBusiness; (h7) incur(A) incur any Indebtedness, assume(B) issue, sell or amend any Indebtedness, (C) Guarantee or otherwise become Liable for any Indebtedness of another Person, (D) make any material loans, advances or capital contributions to, or guarantee Investment in, any indebtedness for money borrowed other than intercompany indebtedness Person, (E) modify or trade payables arising in the ordinary course of business consistent with past practices; cancel any material third-party Indebtedness, or (iF) enter into any new Benefit arrangement having the economic effect of the foregoing; (8) make any capital expenditures that, when added to all other capital expenditures made by or on behalf of the Company following the date hereof, exceed $100,000; (9) except as contemplated by this Agreement or as required to comply with applicable Laws or the terms of any Employee Plan, (A) adopt, enter into, terminate or amend any Employee Plan or program any employee benefit plan, arrangement or agreement that would be an Employee Plan if in existence on the date hereof, (B) enter into or amend any employment, bonus, retention, change in control or severance agreement with any Company Employee 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 increase the ordinary course of business consistent with past practices, grant any increases in compensation or benefits to of, or pay any Company Employeebonus not required by an existing plan, arrangement or agreement to, any manager, officer or director; employee of the Company, (jC) enter into grant any collective bargaining agreement or enter into Equity Securities, (D) take 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 (action other than in the ordinary course Ordinary Course of business consistent with past practice)Business to fund or in any other way secure the payment of compensation or benefits under any Employee Plan, or modify in (E) hire, promote, demote, or terminate the employment of any respect adverse to manager, officer or employee of the Company (other than terminations for cause (as such term may be defined in an applicable employment agreement or any of its Subsidiaries any existing Company Material Contractseverance plan)); (m10) file any amendment to a Tax Return; (i11) threaten, commence, pay, discharge, settle or satisfy any material claims against the Company Action; (12) terminate or its Subsidiaries (including claims of stockholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation fail to renew any Governmental Authorization that is required for continued operations in the ordinary course Ordinary Course of business consistent Business; (13) except as required to comply with past practiceapplicable Law, (y) modifications, refinancings enter into any collective bargaining agreement or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, union contract with any labor organization or (z) the payment, discharge, settlement union 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 release or transfer assign any right of material value, other than rights or claims under any such agreement or contract; (14) fail to maintain insurance at levels at least comparable to current levels or otherwise in the ordinary course of business consistent a manner inconsistent with past practice; (n15) enter into discontinue any agreement with line of business or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization; (16) at any time within the 90-day period prior to the Closing Date, effectuate a “plant closing” or “mass layoff” as those terms are defined in WARN or any similar state Law, affecting in whole or in part any site of their respective affiliates (other than wholly owned Subsidiaries employment, facility, operating unit or employee of the Company); (o17) make any change to its accounting methods, principles or practices or to the Financials or to the working capital policies applicable to the Company, except as required by GAAP; (i18) relinquishexcept for entering into any nonexclusive license agreements in the Ordinary Course of Business, waive transfer or release grant to any material contractual third party any rights with respect to any Intellectual Property; (19) form any Subsidiary or acquire any Equity Security of any Person; (20) write off as uncollectible, or establish any extraordinary reserve with respect to any billed or unbilled Account Receivable or other right Indebtedness, in each case, outside existing reserves; or (21) authorize or claim of enter into an agreement to do anything prohibited by the Company or its Subsidiaries, or foregoing; and (ii) knowingly the Company shall not, directly or indirectly, do any of the following: (1) sell, lease, pledge, or otherwise transfer, dispose of or permit otherwise encumber or subject (or allow to lapse any rights in any material Company Intellectual Property or knowingly disclose become subject) to any person not an employee of, or consultant or adviser to, the Company or Encumbrance any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or know-how 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 agreementShares; (p2) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, take any action or omit to take any action that would or is would reasonably likely be expected to (iA) result in a representation or warranty of the Company becoming untrue in any material respect, (B) result in any of the conditions to the Merger set forth in Article VIII Section 6.1 or Section 6.2 not being satisfied, or (iiC) prevent, otherwise prevent or materially delay or materially impede impair its ability to consummate the consummation Contemplated Transactions on the terms contemplated by this Agreement; (3) pay any brokerage, finder’s, or similar fees or expenses in connection with this Agreement or the Contemplated Transactions; (4) amend, modify, extend, renew, or terminate any Real Property Leases and shall not enter into any new lease, sublease, license, or other agreement for the use or occupancy of any real property without the prior written consent of the MergerParent, which shall not be unreasonably withheld, conditioned or delayed; or (q5) authorize or enter into any commitment an agreement to do any of anything prohibited by the foregoing.

Negative Covenants of the Company. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its SubsidiariesAcquiror, from the date hereof of this Agreement until the Effective Time, tothe 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 shares of its capital stock, or any options, warrants or conversion or other than in connection with the repurchase at cost of unvested rights to acquire any shares of restricted company its capital stock; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock issued pursuant (except for the issuance of shares upon the exercise of options or warrants in accordance with their terms); (d) issue, deliver, award, grant or sell, or authorize 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 agreements 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 of the date of contemplated by this Agreement; (ce) declareto the extent material, set asideacquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or pay any dividend or make by any other distribution in respect of shares of its capital stock; (d) amend its chartermanner, bylaws, any business 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 material amount of any of its assets, except for money borrowed other than intercompany indebtedness or trade payables arising dispositions in the ordinary course of business and consistent with the Company's past practicespractice; (ig) enter into adopt any new Benefit Plan amendments to its Articles of Incorporation or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program By-Laws; (h) except as set forth in Schedule 5.02(h); (A) change any 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 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 ending December 31, 1994, except in either case as may be 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 practices, grant any increases in compensation or benefits to 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, principleIRS, 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) 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 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Mergeradvance; or (qj) 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 (which consent or declination to consent shall not be unreasonably delayed or withheld)MBI, from the date of this Agreement until the Effective Time, the Company will not and will not permit do any of its Subsidiaries, from the date hereof until the Effective Time, toforegoing: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 of its assets, except for money borrowed other than intercompany indebtedness or trade payables arising dispositions of inventories and of assets in the ordinary course of business and consistent with past practicespractice; (g) release any third party from its obligations, or grant any 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) enter into (i) change any new Benefit Plan or program or severance or employment agreementof its methods of accounting in effect at September 30, modify in any respect any existing Benefit Plan or program (2015, except as required by lawLaw or GAAP, or (ii) settle or compromise any existing employment claim, action, suit, litigation, proceeding, arbitration, investigation, audit or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practices, grant any increases in compensation or benefits controversy relating to any Company Employee, officer or directorTaxes; (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) take or cause to be taken any action that could reasonably be expected to materially delay, or materially and adversely affect, the consummation of the transactions contemplated hereby; (in) enter into or amend in any material 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; (o) pay, dischargesatisfy, discharge or settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders)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 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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 agreementaggregate; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b)make any loans, advances or capital contributions to, or as expressly permitted pursuant to Sections 7.2 or 9.1, take any action or omit to take any action that would or is reasonably likely to (i) result investments 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; orPerson; (q) enter into any commitment new line of business; (r) make any capital expenditures in excess of $1,000 individually or in the aggregate; or (s) 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 (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its SubsidiariesAcquiror, from the date hereof until the Effective Time, to: 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 stockshares, other than 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 connection a manner inconsistent with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date provisions of this Agreement; (c) declare, set aside, Agreement or pay any dividend or the effect of which shall be to make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) 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 7.1(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 7.2 sell, lease, exchange, mortgage, pledge, transfer or 9.1otherwise 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 (q) enter into any commitment to do any of the foregoing.business and consistent with past practice;

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 (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its Subsidiaries, from the date hereof until the Effective Time, towriting: (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 shares of capital stock, other than in connection with (ii) amend the repurchase at cost terms of unvested shares of restricted company stock issued pursuant to agreements in effect as of or reprice any Option outstanding on the date of this Agreement; (c) declare, set asideAgreement or amend the terms of the Stock Option Plan, or pay any dividend or make any other distribution in respect of shares of its capital stock; (diii) 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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant Shares issuable pursuant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (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 practices, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (nh) 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; (oi) 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 Intellectual Property 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 know-how 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 (po) 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 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1writing, 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 (q) 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 Merger Agreement or otherwise consented to in writing by Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its SubsidiariesAcquiror, 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 stockin respect of, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (c) declare, set asidelieu 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 (ii) except with respect to purchase state and federal excise Taxes that may be or become due and payable, make or rescind any such capital stock express or deemed election relating to Taxes, settle or compromise any securities convertible into claim, action, suit, litigation, proceeding, arbitration, investigation, audit or exchangeable for any such capital stockcontroversy relating to Taxes, except for issuances of shares of Company Common Stock upon the exercise of any options as may be required by Law or of any Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new optionsGAAP, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practicesconsistently 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 practices, grant any increases in compensation or benefits to any Company Employee, officer or directorconsummation of the 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 (qk) 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 (which consent or declination to consent shall not be unreasonably delayed or withheld), the Company will not and will not permit any of its SubsidiariesInvestors, from the date hereof of this Agreement until the Effective TimeClosing, toneither 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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new options, 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 in excess of $100,000 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, 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 intercompany indebtedness or trade payables arising in the ordinary course of business consistent with past practices; (i) enter into increase the compensation payable to or to become payable to any new Benefit Plan of its directors, officers or program or severance or employees (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 practices, practice); (ii) grant any increases severance or termination pay to (other than pursuant to its normal severance policy as in compensation or benefits to any Company Employeeeffect on the date of this 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) release any third party from its obligations under any existing confidentiality agreements; (7) (i) pay, discharge, settle or satisfy change any material claims against the Company or of its Subsidiaries (including claims methods of stockholders), 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); (n9) 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); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger$5 million; or (q10) 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 Buyer (which consent or declination to consent shall not be unreasonably delayed or withheld)Buyer, the Company will not and will not permit any of its SubsidiariesSubsidiaries to, from the date hereof until the Effective Time, to: (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, other than in connection with the repurchase at cost of unvested shares of restricted company stock issued pursuant to agreements in effect as of the date of this Agreement; (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 Company Rights under the Company Rights Agreement or options granted under Company Option Plans at exercise prices not less that the closing price of the Company Common Stock on the date of grant to new hires or to existing employees in connection with any adjustments or promotions on a basis consistent with the past practices of the Company up to an aggregate maximum of 100,000 shares subject to such new optionsAgreement, 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 $100,000 250,000 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 assetsassets 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 or trade payables arising in the ordinary course of business consistent with past practicesindebtedness; (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 practicespractice, grant any increases in compensation or benefits to 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) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of stockholdersshareholders), 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; (n) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (o) (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 Intellectual Property 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 know-how 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; (p) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.1(a) and (b), or as expressly permitted pursuant to Sections 7.2 or 9.1, 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 not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (q) enter into any commitment to do any of the foregoing.