Common use of Negative Covenants Regarding the Operation of the Businesses Clause in Contracts

Negative Covenants Regarding the Operation of the Businesses. (a) The Seller covenants and agrees that, except as set forth in Schedule 6.02 (a) to the Seller's Disclosure Letter, as contemplated by this Agreement, or as otherwise consented to in writing by the Buyer, from the date of this Agreement until the Closing, it will not sell, transfer or otherwise dispose of, or grant any Lien with respect to, any Subject Company Stock. (b) The Seller covenants and agrees that, except as set forth in Schedule 6.02 (b) to the Seller's Disclosure Letter, which exceptions shall be categorized by the applicable line of Business, or as contemplated by this Agreement, or as otherwise consented to in writing by the Buyer, from the date of this Agreement until the Closing, it will not permit a Subject Company or a Subsidiary of a Subject Company to do any of the following: (i) (A) increase the compensation payable to or to become payable to any director or executive officer or materially increase the compensation payable to or to become payable to any other employee, (B) grant any severance or termination pay that would be likely to become due as a result of the transactions contemplated hereby, (C) amend or take any other actions to increase the amount of, or accelerate the payment or vesting of, any benefit under any Benefit Plan or (D) contribute, transfer or otherwise provide any amount of cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement; except (x) pursuant to any contract, agreement or other legal obligation existing at March 31, 2001 of a Subject Company or any Subsidiary of a Subject Company or (y) in the case of severance or termination payments, pursuant to the severance policy existing at the date of this Agreement of a Subject Company or a Subsidiary of a Subject Company. (ii) (A) enter into any employment or severance agreement with any director executive officer or employee, either individually or as part of a class of similarly situated persons, or (B) establish, adopt or enter into any new Benefit Plan, except providing current welfare and pension Benefit Plans for the benefit of any newly employed employees in accordance with the ordinary course of business consistent with past practice, in which case the terms of such Benefit Plans shall be reasonably consistent with those existing at the date of this Agreement, and in no event shall a Subject Company or its Subsidiaries enter into an agreement for, or commit to or authorize the payment of severance, a bonus or any other type of payment upon consummation of the transactions contemplated herein; (iii) declare or pay any dividend on, or make any other distribution in respect of, outstanding Equity Securities, except for dividends or distributions by a Subsidiary of a Subject Company to the Subject Company or to another wholly owned Subsidiary of the Subject Company; (iv) (A) redeem, purchase or acquire, or offer to purchase or acquire, any outstanding Equity Securities of a Subject Company or a Subsidiary of a Subject Company other than any such acquisition by the Subject Company or any of its wholly owned Subsidiaries directly from any wholly owned Subsidiary of the Subject Company, (B) effect any reorganization or recapitalization or (C) split, combine or reclassify any of the capital stock of, or other Equity Securities of, the Subject Company or any of its Subsidiaries; (v) (A) offer, sell, issue or grant, or authorize the offering, sale, issuance or grant, of any Equity Securities of a Subject Company or any Subsidiary of a Subject Company to any Person other than a Subject Company or a Subsidiary of a Subject Company, except as may be required by Section 6.04 of this Agreement, or (B) grant any Lien with respect to any Equity Securities of any Subsidiary of a Subject Company; (vi) acquire, whether by merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association or other business organization or division thereof; (vii) enter into a lease for or acquire any assets or properties other than in the ordinary course of business and consistent with past practice; (viii) sell, transfer, rent or lease to a Person that is not a member of a Subject Company Group or exchange or otherwise dispose of any of the material assets or inventories of a Subject Company and its Subsidiaries, except in the ordinary course of business consistent with past practice; (ix) incur, create, assume or suffer to exist any Lien on any of the assets of a Subject Company or a Subsidiary of a Subject Company or their respective properties and assets, except Permitted Encumbrances; (x) adopt any amendments to its charter or bylaws or other organizational documents of a Subject Company or Subsidiary of a Subject Company; (xi) (A) make any change in any of its methods of accounting in effect at December 31, 2000, except as may be required to comply with GAAP, (B) make or rescind any election relating to any Taxes (other than any election that must be made periodically and that is made consistent with past practice), (C) amend any material Tax Return or (D) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to any material Taxes; (xii) incur any other obligation or liability, absolute or contingent, except in the ordinary course of business and consistent with past practice or except as provided in this Agreement; (xiii) waive or permit the loss of any substantial right; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any Person other than a Subject Company or a Subsidiary of a Subject Company; (xv) loan, advance funds or make an investment in or capital contribution to any Person other than a Subject Company or a Subsidiary of a Subject Company; (xvi) take any action or omit to take any action that would cause a default under any Material Contract, which default would permit any other party thereto to terminate such Material Contract; (xvii) incur any obligations for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, except (A) purchase money indebtedness in the ordinary course of business and consistent with past practices, (B) drawings under credit lines existing at the date of this Agreement, (C) borrowings evidenced by obligations having a term of up to five years issued in the ordinary course of business consistent with past practice, (D) Intercompany Indebtedness incurred in the ordinary course of business consistent with past practice, (E) letters of credit, performance bonds or bid bonds issued pursuant to agreements existing as of the date of this Agreement or in replacement or renewal of existing letters of credit, performance bonds or bid bonds, (F) performance bonds and bid bonds listed in Schedule 6.02(b)(xvii) to the Seller's Disclosure Letter, and (G) performance bonds and bid bonds not described in clauses (E) or (F) and issued in the ordinary course of business consistent with past practice, in amounts not greater than $3 million individually or $10 million in the aggregate; (xviii) enter into any material agreement with any third Person that provides such third Person with an exclusive arrangement to provide goods or services to a Subject Company or any of its Subsidiaries; (xix) enter into any Material Contract, provided that the Buyer shall not unreasonably withhold its consent to enter into any such Material Contract; and provided, further, that the Buyer's consent shall not be required to enter into any Material Contract in respect of any project listed in Schedule 6.02(b)(xix) to the Seller's Disclosure Letter but the Seller shall consult with the Buyer before entering into any such Material Contract; (xx) make any individual capital expenditure in an amount in excess of $50,000 or, once the aggregate amount of all capital expenditures made after the date of this Agreement exceeds $2,500,000, make any individual capital expenditure in an amount in excess of $25,000; provided that (A) the Buyer shall not unreasonably withhold its consent to any such capital expenditure, (B) the Buyer shall, within seven days of the date hereof, designate any individual with authority to provide the Buyer's response to any request for approval hereunder for a capital expenditure, (C) nothing herein shall restrict the Subject Companies or their Subsidiaries from making a capital expenditure in response to any emergency situation that threatens bodily injury or damage to property, and (D) the Buyer shall respond to any request for approval hereunder within seven days of such request, and if no rejection has been received by the requesting Subject Company or Subsidiary thereof within this seven day period, the request shall be deemed approved; or (xxi) agree in writing or otherwise to do, or authorize, any of the foregoing.

Negative Covenants Regarding the Operation of the Businesses. (a) The Seller Parent covenants and agrees that, except as set forth in Schedule 6.02 (a7.02(a) to the Seller's Parent’s Disclosure Letter, as contemplated by this Agreement, as compelled by a Transfer Restriction, approved by a member of the Senior Management Team or as otherwise consented to in writing by the BuyerAcquiror, from the date of this Agreement until the Closing, it will not directly or indirectly through any of its Subsidiaries sell, transfer or otherwise dispose of, or grant any Lien with respect to, any Equity Securities of any Subject Company StockCompany. (b) The Seller Parent covenants and agrees that, except as set forth in Schedule 6.02 (b7.02(b) to the Seller's Parent’s Disclosure Letter, which exceptions shall be categorized by the applicable line of Business, or as contemplated by this Agreement, as compelled by a Transfer Restriction, approved by a member of the Senior Management Team or as otherwise consented to in writing by the BuyerAcquiror, from the date of this Agreement until the Closing, it will not permit a any of the Subject Company Companies or a Subsidiary of a Subject Company their Significant Subsidiaries to do any of the following: (i) (A) increase Significantly the compensation payable to or to become payable to any director or executive officer or materially increase the compensation payable to or to become payable to any other employeeofficer, (B) except as otherwise provided in clause (ii) of this subsection 7.02(b), grant any Significant severance or termination pay that would could reasonably be likely expected to become due as a result of the transactions contemplated hereby, (C) amend or take any other actions to increase Significantly the amount of, or accelerate the payment or vesting of, any benefit under any Benefit Plan or (D) contribute, transfer or otherwise provide any Significant amount of cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement; except (x) pursuant to any contract, agreement or other legal obligation existing at March 31, 2001 of a Subject Company or any Subsidiary of a Subject Company its Significant Subsidiaries existing at the Initial Balance Sheet Date or (y) in the case of severance or termination payments, pursuant to the severance policy existing at of, or for the date of this Agreement of benefit of, a Subject Company or a Subsidiary of a Subject Companyits Significant Subsidiaries existing at the Initial Balance Sheet Date. (ii) (A) enter into any Significant employment or severance agreement with any director or executive officer or employeeofficer, either individually or as part of a class of similarly situated persons, or (B) establish, adopt or enter into any Significant new Benefit Plan, ; except providing current welfare employment and pension severance agreements and Benefit Plans for the benefit of any newly employed employees in accordance with the ordinary course of business consistent with past practiceor promoted officers or employees, in which case the terms of such agreements and Benefit Plans shall be reasonably consistent with those existing at the date of this AgreementDecember 31, 1999, and except Benefit Plans relating to health and life insurance benefits established or adopted in no event shall a Subject Company or its Subsidiaries enter into an agreement for, or commit to or authorize the payment ordinary course of severance, a bonus or any other type of payment upon consummation of the transactions contemplated hereinbusiness consistent with past practice; (iii) declare or pay any dividend on, or make any other distribution in respect of, outstanding Equity Securities, except for dividends or distributions by a Subsidiary of a Subject Company to the Subject Company or to another wholly owned Subsidiary of the Subject Company; (iv) (A) redeem, purchase or acquire, or offer to purchase or acquire, any Material amount of outstanding Equity Securities of a Subject Company or a Subsidiary any of a Subject Company its Significant Subsidiaries other than any such acquisition by the Subject Company or any of its wholly owned Subsidiaries directly from any wholly owned Subsidiary of the Subject Company, (B) effect any reorganization or recapitalization or (C) split, combine or reclassify any of the capital stock of, or other Equity Securities of, the Subject Company or any of its Significant Subsidiaries; (viv) (A) offer, sell, issue or grant, or authorize the offering, sale, issuance or grant, of any Equity Securities of a Subject Company or any Subsidiary Significant Subsidiaries of a Subject Company to any Person other than a Subject Company or a Subsidiary of a Subject Company, except as may be required by Section 6.04 of this Agreement, or (B) grant any Lien with respect to any Equity Securities of any Subsidiary Significant Subsidiaries of a Subject Company; (viv) acquire, whether by merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association or other business organization or division thereof;thereof other than any such acquisition transaction that is not Material; - (viivi) enter into a lease acquire or construct for or acquire its own account any assets or properties other than any assets and properties that are not Material and other than the acquisition of assets from suppliers or vendors in the ordinary course of business and consistent with past practice; (viiivii) sell, transferlease, rent exchange or lease to a Person that is not a member otherwise dispose of, or grant any Lien with respect to, any of the assets of a Subject Company Group or exchange or otherwise dispose of any of the material assets or inventories of a Subject Company and its Significant Subsidiaries, except for dispositions of assets and inventories in the ordinary course of business consistent with past practicepractice and purchase money Liens incurred in connection with the original acquisition of assets secured by such assets; (ix) incur, create, assume or suffer to exist any Lien on any of the assets of a Subject Company or a Subsidiary of a Subject Company or their respective properties and assets, except Permitted Encumbrances; (xviii) adopt any amendments to its charter or bylaws or other organizational documents that would alter the terms of a Subject Company or Subsidiary of a Subject Companyits Equity Securities in any manner adverse to the holder thereof; (xiix) (A) make any change in any of its methods of accounting in effect at December 31, 20001999, except as may be required to comply with Local GAAP, (B) make or rescind any election relating to any Taxes (other than any election that must be made periodically and that is made consistent with past practice), (C) amend any material Tax Return or (D) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to any material Taxes; (xii) incur any other obligation or liability, absolute or contingent, except in the ordinary course of business and consistent with past practice or except as provided in this Agreement; (xiii) waive or permit the loss of any substantial right; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any Person other than a Subject Company or a Subsidiary of a Subject Company; (xv) loan, advance funds or make an investment in or capital contribution to any Person other than a Subject Company or a Subsidiary of a Subject Company; (xvi) take any action or omit to take any action that would cause a default under any Material Contract, which default would permit any other party thereto to terminate such Material Contract; (xvii) incur any obligations for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, except (A) purchase money indebtedness in the ordinary course of business and consistent with past practices, (B) drawings under credit lines existing at the date of this Agreement, (C) borrowings evidenced by obligations having a term of up to five years issued in the ordinary course of business consistent with past practice, (D) Intercompany Indebtedness incurred in the ordinary course of business consistent with past practice, (E) letters of credit, performance bonds or bid bonds issued pursuant to agreements existing as of the date of this Agreement or in replacement or renewal of existing letters of credit, performance bonds or bid bonds, (F) performance bonds and bid bonds listed in Schedule 6.02(b)(xvii) to the Seller's Disclosure Letter, and (G) performance bonds and bid bonds not described in clauses (E) or (F) and issued in the ordinary course of business consistent with past practice, in amounts not greater than $3 million individually or $10 million in the aggregate; (xviii) enter into any material agreement with any third Person that provides such third Person with an exclusive arrangement to provide goods or services to a Subject Company or any of its Subsidiaries; (xix) enter into any Material Contract, provided that the Buyer shall not unreasonably withhold its consent to enter into any such Material Contract; and provided, further, that the Buyer's consent shall not be required to enter into any Material Contract in respect of any project listed in Schedule 6.02(b)(xix) to the Seller's Disclosure Letter but the Seller shall consult with the Buyer before entering into any such Material Contract; (xx) make any individual capital expenditure in an amount in excess of $50,000 or, once the aggregate amount of all capital expenditures made after the date of this Agreement exceeds $2,500,000, make any individual capital expenditure in an amount in excess of $25,000; provided that (A) the Buyer shall not unreasonably withhold its consent to any such capital expenditure, (B) the Buyer shall, within seven days of the date hereof, designate any individual with authority to provide the Buyer's response to any request for approval hereunder for a capital expenditure, (C) nothing herein shall restrict the Subject Companies or their Subsidiaries from making a capital expenditure in response to any emergency situation that threatens bodily injury or damage to property, and (D) the Buyer shall respond to any request for approval hereunder within seven days of such request, and if no rejection has been received by the requesting Subject Company or Subsidiary thereof within this seven day period, the request shall be deemed approved; or (xxi) agree in writing or otherwise to do, or authorize, any of the foregoing.,

Negative Covenants Regarding the Operation of the Businesses. (a) The Seller covenants Parent and agrees the Seller, jointly and severally, covenant and agree that, except as set forth in Schedule 6.02 (a8.02(a) to the SellerParent's Disclosure Letter, as otherwise contemplated by this AgreementAgreement (including the Reorganization), or as otherwise consented to approved in writing by the BuyerAcquiror, from the date of this Agreement until the ClosingClosing Date, it they will not directly or indirectly through any of their Affiliates offer, issue, sell, transfer or otherwise dispose of, or grant any Lien with respect to, any Subject Equity Securities of any member of either Company StockGroup or authorize any of the foregoing. (b) The Seller covenants Parent and agrees the Seller, jointly and severally, covenant and agree that, except as set forth in Schedule 6.02 (b8.02(b) to the SellerParent's Disclosure Letter, which exceptions shall be categorized as otherwise contemplated by this Agreement (including the applicable line of BusinessReorganization), or as contemplated by this Agreement, or as otherwise consented to approved in writing by the BuyerAcquiror, from the date of this Agreement until the ClosingClosing Date, it they will not permit a Subject Company or a Subsidiary any member of a Subject Company Group (other than any Non-Controlled Entity) to do any of the following: (i) (A) increase Significantly the compensation payable to or to become payable to any director or executive officer or materially increase named in Schedule 8.02(b)(i) to the compensation payable to or to become payable to any other employeeParent's Disclosure Letter, (B) except as otherwise provided in clause (ii) of this subsection (b), grant any severance or termination pay that would be likely to become due as a result of the transactions contemplated herebypay, (C) amend or take any HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 37 44 other actions to increase Significantly the amount of, or accelerate the payment or vesting of, any benefit under any Benefit Plan or (D) contribute, transfer or otherwise provide any Significant amount of cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement; except (x) pursuant to the terms of any Principal Contract of any member of a Company Group or any Benefit Plan, contract, agreement or other legal obligation existing at March 31, 2001 of a Subject Company or any Subsidiary of a Subject Company the Initial Balance Sheet Date or (y) in the case of severance or termination payments, pursuant to the severance policy of any member of a Company Group existing at the date Initial Balance Sheet Date the terms of this Agreement of a Subject Company which are usual and customary for similarly situated entities or a Subsidiary of a Subject Company.any Benefit Plan, contract, agreement or other legal obligation existing at the Initial Balance Sheet Date; (ii) (A) enter into any employment or severance agreement with any director or executive officer or employeeof any member of either Company Group, either individually or as part of a class of similarly situated persons, or (B) establish, adopt or enter into any new Benefit Plan, ; except providing current welfare employment and pension severance agreements and Benefit Plans for the benefit of any newly employed employees in accordance with the ordinary course of business consistent with past practiceor promoted officers or employees, in which case the terms of such agreements and Benefit Plans shall be reasonably consistent with those existing at the date of this AgreementInitial Balance Sheet Date, and except Benefit Plans relating to health and life insurance benefits established or adopted in no event shall a Subject Company or its Subsidiaries enter into an agreement for, or commit to or authorize the payment ordinary course of severance, a bonus or any other type of payment upon consummation of the transactions contemplated hereinbusiness consistent with past practice; (iii) declare or pay any dividend on, or make any other distribution in respect of, outstanding Equity Securities, except for dividends or distributions by a Subsidiary of a Subject Company to the Subject Company or to another wholly owned Subsidiary of the Subject Company; (iv) (A) redeem, purchase or acquire, or offer to purchase or acquire, any of its outstanding Equity Securities or those of any other member of a Subject Company or a Subsidiary of a Subject Company other than any such acquisition by the Subject Company or any of its wholly owned Subsidiaries directly from any wholly owned Subsidiary of the Subject CompanyGroup, (B) effect any reorganization reorganization, liquidation, dissolution, merger, consolidation, restructuring or recapitalization or recapitalization, (C) split, combine or reclassify any of the its capital stock of, or other Equity Securities ofor (D) declare, set aside or pay any dividend on or make any other distribution in respect of its capital stock or other Equity Securities, except (X) dividends or distribution of cash by DEGI to Dresser Industries in excess of the Subject cash requirements set forth in subsection (f) of Section 11.03 and (Y) dividends by any direct or indirect wholly owned Subsidiary of DEGI or any BV Company to DEGI or such BV Company or to any other direct or indirect wholly owned Subsidiary of its SubsidiariesDEGI or such BV Company; (v) (Aiv) offer, sell, issue or grant, or authorize the offering, sale, issuance or grantgrant of, any of any its capital stock or other Equity Securities of a Subject Company or any Subsidiary of a Subject Company to any Person other than a Subject Company or a Subsidiary of a Subject Company, except as may be required by Section 6.04 of this Agreement, or (B) grant any Lien with respect to any Equity Securities of any Subsidiary of a Subject CompanySecurities; (viv) acquireacquire on behalf of any member of either Company Group, whether by merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association or other business organization or division thereof; (vii) enter into a lease for or acquire any assets or properties other than in the ordinary course of business and consistent with past practice; (viii) sell, transfer, rent or lease to a Person that is not a member of a Subject Company Group or exchange or otherwise dispose of any of the material assets or inventories of a Subject Company and its Subsidiaries, except in the ordinary course of business consistent with past practice; (ix) incur, create, assume or suffer to exist any Lien on any of the assets of a Subject Company or a Subsidiary of a Subject Company or their respective properties and assets, except Permitted Encumbrances; (x) adopt any amendments to its charter or bylaws or other organizational documents of a Subject Company or Subsidiary of a Subject Company; (xi) (A) make any change in any of its methods of accounting in effect at December 31, 2000, except as may be required to comply with GAAP, (B) make or rescind any election relating to any Taxes (other than any election that must be made periodically and that is made consistent with past practice), (C) amend any material Tax Return or (D) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to any material Taxes; (xii) incur any other obligation or liability, absolute or contingent, except in the ordinary course of business and consistent with past practice or except as provided in this Agreement; (xiii) waive or permit the loss of any substantial right; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any Person other than a Subject Company or a Subsidiary of a Subject Company; (xv) loan, advance funds or make an investment in or capital contribution to any Person other than a Subject Company or a Subsidiary of a Subject Company; (xvi) take any action or omit to take any action that would cause a default under any Material Contract, which default would permit any other party thereto to terminate such Material Contract; (xvii) incur any obligations for borrowed money, whether or not evidenced by a note, bond, debenture or similar instrument, except (A) purchase money indebtedness in the ordinary course of business and consistent with past practices, (B) drawings under credit lines existing at the date of this Agreement, (C) borrowings evidenced by obligations having a term of up to five years issued in the ordinary course of business consistent with past practice, (D) Intercompany Indebtedness incurred in the ordinary course of business consistent with past practice, (E) letters of credit, performance bonds or bid bonds issued pursuant to agreements existing as of the date of this Agreement or in replacement or renewal of existing letters of credit, performance bonds or bid bonds, (F) performance bonds and bid bonds listed in Schedule 6.02(b)(xvii) to the Seller's Disclosure Letter, and (G) performance bonds and bid bonds not described in clauses (E) or (F) and issued in the ordinary course of business consistent with past practice, in amounts not greater than $3 million individually or $10 million in the aggregate; (xviii) enter into any material agreement with any third Person that provides such third Person with an exclusive arrangement to provide goods or services to a Subject Company or any of its Subsidiaries; (xix) enter into any Material Contract, provided that the Buyer shall not unreasonably withhold its consent to enter into any such Material Contract; and provided, further, that the Buyer's consent shall not be required to enter into any Material Contract in respect of any project listed in Schedule 6.02(b)(xix) to the Seller's Disclosure Letter but the Seller shall consult with the Buyer before entering into any such Material Contract; (xx) make any individual capital expenditure in an amount in excess of $50,000 or, once the aggregate amount of all capital expenditures made after the date of this Agreement exceeds $2,500,000, make any individual capital expenditure in an amount in excess of $25,000; provided that (A) the Buyer shall not unreasonably withhold its consent to any such capital expenditure, (B) the Buyer shall, within seven days of the date hereof, designate any individual with authority to provide the Buyer's response to any request for approval hereunder for a capital expenditure, (C) nothing herein shall restrict the Subject Companies or their Subsidiaries from making a capital expenditure in response to any emergency situation that threatens bodily injury or damage to property, and (D) the Buyer shall respond to any request for approval hereunder within seven days of such request, and if no rejection has been received by the requesting Subject Company or Subsidiary thereof within this seven day period, the request shall be deemed approved; or (xxi) agree in writing or otherwise to do, or authorize, any of the foregoing.HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION

Negative Covenants Regarding the Operation of the Businesses. (a) The Seller covenants Parent and agrees the Seller, jointly and severally, covenant and agree that, except as set forth in Schedule 6.02 (a8.02(a) to the SellerParent's Disclosure Letter, as otherwise contemplated by this AgreementAgreement (including the Reorganization), or as otherwise consented to approved in writing by the BuyerAcquiror, from the date of this Agreement until the ClosingClosing Date, it they will not directly or indirectly through any of their Affiliates offer, issue, sell, transfer or otherwise dispose of, or grant any Lien with respect to, any Subject Equity Securities of any member of either Company StockGroup or authorize any of the foregoing. (b) The Seller covenants Parent and agrees the Seller, jointly and severally, covenant and agree that, except as set forth in Schedule 6.02 (b8.02(b) to the SellerParent's Disclosure Letter, which exceptions shall be categorized as otherwise contemplated by this Agreement (including the applicable line of BusinessReorganization), or as contemplated by this Agreement, or as otherwise consented to approved in writing by the BuyerAcquiror, from the date of this Agreement until the ClosingClosing Date, it they will not permit a Subject Company or a Subsidiary any member of a Subject Company Group (other than any Non-Controlled Entity) to do any of the following: (i) (A) increase Significantly the compensation payable to or to become payable to any director or executive officer or materially increase named in Schedule 8.02(b)(i) to the compensation payable to or to become payable to any other employeeParent's Disclosure Letter, (B) except as otherwise provided in clause (ii) of this subsection (b), grant any severance or termination pay that would be likely to become due as a result of the transactions contemplated herebypay, (C) amend or take any other actions to increase Significantly the amount of, or accelerate the payment or vesting of, any benefit under any Benefit Plan or (D) contribute, transfer or otherwise provide any Significant amount of cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement; except (x) pursuant to the terms of any Principal Contract of any member of a Company Group or any Benefit Plan, contract, agreement or other legal obligation existing at March 31, 2001 of a Subject Company or any Subsidiary of a Subject Company the Initial Balance Sheet Date or (y) in the case of severance or termination payments, pursuant to the severance policy of any member of a Company Group existing at the date Initial Balance Sheet Date the terms of this Agreement of a Subject Company which are usual and customary for similarly situated entities or a Subsidiary of a Subject Company.any Benefit Plan, contract, agreement or other legal obligation existing at the Initial Balance Sheet Date; (ii) (A) enter into any employment or severance agreement with any director or executive officer or employeeof any member of either Company Group, either HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 37 individually or as part of a class of similarly situated persons, or (B) establish, adopt or enter into any new Benefit Plan, ; except providing current welfare employment and pension severance agreements and Benefit Plans for the benefit of any newly employed employees in accordance with the ordinary course of business consistent with past practiceor promoted officers or employees, in which case the terms of such agreements and Benefit Plans shall be reasonably consistent with those existing at the date of this AgreementInitial Balance Sheet Date, and except Benefit Plans relating to health and life insurance benefits established or adopted in no event shall a Subject Company or its Subsidiaries enter into an agreement for, or commit to or authorize the payment ordinary course of severance, a bonus or any other type of payment upon consummation of the transactions contemplated hereinbusiness consistent with past practice; (iii) declare or pay any dividend on, or make any other distribution in respect of, outstanding Equity Securities, except for dividends or distributions by a Subsidiary of a Subject Company to the Subject Company or to another wholly owned Subsidiary of the Subject Company; (iv) (A) redeem, purchase or acquire, or offer to purchase or acquire, any of its outstanding Equity Securities or those of any other member of a Subject Company or a Subsidiary of a Subject Company other than any such acquisition by the Subject Company or any of its wholly owned Subsidiaries directly from any wholly owned Subsidiary of the Subject CompanyGroup, (B) effect any reorganization reorganization, liquidation, dissolution, merger, consolidation, restructuring or recapitalization or recapitalization, (C) split, combine or reclassify any of the its capital stock of, or other Equity Securities ofor (D) declare, set aside or pay any dividend on or make any other distribution in respect of its capital stock or other Equity Securities, except (X) dividends or distribution of cash by DEGI to Dresser Industries in excess of the Subject cash requirements set forth in subsection (f) of Section 11.03 and (Y) dividends by any direct or indirect wholly owned Subsidiary of DEGI or any BV Company to DEGI or such BV Company or to any other direct or indirect wholly owned Subsidiary of its SubsidiariesDEGI or such BV Company; (v) (Aiv) offer, sell, issue or grant, or authorize the offering, sale, issuance or grantgrant of, any of any its capital stock or other Equity Securities of a Subject Company or any Subsidiary of a Subject Company to any Person other than a Subject Company or a Subsidiary of a Subject Company, except as may be required by Section 6.04 of this Agreement, or (B) grant any Lien with respect to any Equity Securities of any Subsidiary of a Subject CompanySecurities; (viv) acquireacquire on behalf of any member of either Company Group, whether by merger or consolidation, by purchasing an equity interest or otherwise, any business or any corporation, partnership, association or other business organization or division thereofthereof other than any such acquisition transaction that is not Material to the Businesses; (viivi) enter into a lease acquire or construct for its account or acquire that of any other member of either Company Group any assets or properties other than (A) any assets and properties that are not Material to the Businesses, (B) assets and properties acquired or constructed by making capital expenditures approved prior to the date hereof and (C) the acquisition of assets from suppliers or vendors in the ordinary course of business and consistent with past practice; (vii) make any significant loan, advance or capital contribution to, or any significant investment in, any Person other than a direct or indirect wholly owned Subsidiary of DEGI or any BV Company; (viii) sell, transferlease, rent or lease to a Person that is not a member of a Subject Company Group or license, exchange or otherwise dispose of (including any disposition through any permitted lapse of any Intellectual Property rights), or grant any Lien with respect to, any of the material assets or inventories of a Subject Company and its Subsidiariesassets, except for dispositions of HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 38 assets and inventories in the ordinary course of business consistent with past practicepractice and purchase money Liens incurred in connection with the original acquisition of assets secured by such assets; (ix) incur, create, assume or suffer to exist any Lien on any of the assets of a Subject Company or a Subsidiary of a Subject Company or their respective properties and assets, except Permitted Encumbrances; (x) adopt any amendments to its charter or bylaws or other organizational documents of a Subject Company or Subsidiary of a Subject CompanyOrganizational Documents; (xi) (A) make any change in any of its methods of accounting in effect at December 31, 2000the Initial Balance Sheet Date, except as may be required to comply with U.S. GAAP, or seek any regulations or rulings from any Governmental Authority regarding the same, (B) make or rescind any election relating to any Taxes (other than any election that must be made periodically and that is made consistent with past practice)) or change any of its methods of reporting income or deductions for income tax purposes from such methods adopted and currently in effect prior to the date of this Agreement, except as may be required by Law, or (C) amend any material Tax Return or (D) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to any material Taxes, except, in each case, as may be required by Law or for matters that could not reasonably be expected to be adverse and Significant; (xii) incur any other obligation or liability, absolute or contingent, except in the ordinary course of business and consistent with past practice or except as provided in this Agreement; (xiii) waive or permit the loss of any substantial right; (xiv) guarantee or become a co-maker or accommodation maker or otherwise become or remain contingently liable in connection with any liability or obligation of any Person other than a Subject Company or a Subsidiary of a Subject Company; (xv) loan, advance funds or make an investment in or capital contribution to any Person other than a Subject Company or a Subsidiary of a Subject Company; (xvi) take any action or omit to take any action that would cause a default under any Material Contract, which default would permit any other party thereto to terminate such Material Contract; (xviixi) incur any obligations for borrowed moneymoney or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except (A) Intercompany Indebtedness, purchase money indebtedness in the ordinary course as to which Liens may be granted pursuant to clause (viii) of business and consistent with past practicesthis subsection (b), (B) drawings under credit lines existing at the date of this Agreement, (C) Agreement and borrowings evidenced by obligations having a term of up to five years issued in the ordinary course of business consistent with past practice, or assume, guarantee, endorse or otherwise become liable or responsible (Dwhether directly, contingent, or otherwise) for any Significant obligations of any Person (other than a direct or indirect wholly owned Subsidiary of DEGI or any BV Company); (A) except in connection with the elimination or satisfaction of a Contractual Transfer Restriction required in order to consummate the Reorganization, pay, repay, discharge, purchase, repurchase or satisfy any other obligation for a Significant amount of indebtedness for borrowed money owed by it or any other member of either Company Group except in accordance with its scheduled maturities; or (B) modify the terms of any obligation for a Significant amount of indebtedness for borrowed money owed by it or any member of either Company Group, other than modifications of short term debt that are not, in the aggregate, Material; (xiii) exclusive of those subject to clause (xii) of this subsection and other than with respect to Intercompany Indebtedness incurred Indebtedness, pay, prepay, discharge, or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) that are Material to the Businesses, other HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 39 than in the ordinary course of business consistent with past practicepractice (including the payment of final and unappealable judgments); (xiv) enter into any new Related Party Contract or any Principal Contract with any third Person, other than any distributorship or sales representation agreement entered into in the ordinary course of business, that provides that third Person with an exclusive arrangement relating to a particular line of business or geographic area; (Exv) letters of creditinitiate any proceeding before any federal, performance bonds national, state, regional or bid bonds issued pursuant local regulatory agency in any country (other than with respect to agreements existing as of any Regulatory Transfer Restriction required by any applicable Law, Regulation or Order), which proceeding could reasonably be expected to have a Material Adverse Effect on the date of this Agreement or in replacement or renewal of existing letters of credit, performance bonds or bid bonds, (F) performance bonds and bid bonds listed in Schedule 6.02(b)(xvii) Businesses except for proceedings related to the Seller's Disclosure Letter, and (G) performance bonds and bid bonds not described in clauses (E) or (F) and issued Taxes undertaken in the ordinary course of business consistent with past practice, in amounts not greater than $3 million individually respect to submitting or $10 million in the aggregate; (xviii) enter into any material agreement perfecting a claim for refund or defending or preserving rights with any third Person that provides such third Person with respect to an exclusive arrangement to provide goods or services to a Subject Company or any of its Subsidiaries; (xix) enter into any Material Contract, provided that the Buyer shall not unreasonably withhold its consent to enter into any such Material Contract; and provided, further, that the Buyer's consent shall not be required to enter into any Material Contract in respect of any project listed in Schedule 6.02(b)(xix) to the Seller's Disclosure Letter but the Seller shall consult with the Buyer before entering into any such Material Contract; (xx) make any individual capital expenditure in an amount in excess of $50,000 or, once the aggregate amount of all capital expenditures made after the date of this Agreement exceeds $2,500,000, make any individual capital expenditure in an amount in excess of $25,000; provided that (A) the Buyer shall not unreasonably withhold its consent to any such capital expenditure, (B) the Buyer shall, within seven days of the date hereof, designate any individual with authority to provide the Buyer's response to any request for approval hereunder for a capital expenditure, (C) nothing herein shall restrict the Subject Companies or their Subsidiaries from making a capital expenditure in response to any emergency situation that threatens bodily injury or damage to property, and (D) the Buyer shall respond to any request for approval hereunder within seven days of such request, and if no rejection has been received by the requesting Subject Company or Subsidiary thereof within this seven day period, the request shall be deemed approvedassessed deficiency; or (xxixvi) agree in writing or otherwise to do, or authorize, do any of the foregoing. (c) The Parent and the Seller, jointly and severally, hereby covenant and agree that, prior to the Closing Date, except as otherwise expressly contemplated by this Agreement or as approved in writing by the Acquiror, they will use all commercially reasonable efforts consistent with their fiduciary obligations, if any, to prevent each Non-Controlled Entity from taking any of the actions contemplated by clauses (i) through (xvi) of subsection (b) of this Section. In this regard, the Acquiror acknowledges that none of the Non-Controlled Entities is under the direct or indirect control of the Parent.