Common use of No Pending Transactions Clause in Contracts

No Pending Transactions. (a) Except for the transactions contemplated by this Agreement and the acquisition agreements or negotiations described on the Company Disclosure Statement or in the Company's SEC Reports, neither the Company nor any of the Company Subsidiaries is a party to or bound by or the subject of any agreement, undertaking, commitment or discussion with another party with respect to a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer or similar transactions involving the Company, other than the transactions contemplated by this Agreement) (any of the foregoing transactions being referred to in this Agreement as an "Acquisition Transaction"). (b) The Agreement and Plan of Reorganization dated as of March 12, 1997 (the "Sylvan Merger Agreement") between the Company and Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), has been terminated without any payments by or penalties or any liability to the Company (other than any applicable payments pursuant to Section 6.3 of the Sylvan Merger Agreement). (c) Neither of the Company nor any of the Company Subsidiaries has entered into or effectuated any new or amended agreements with Sylvan or any other person or entity or otherwise has taken any action, including, without 28 limitation, the declaration or payment of any dividend or distribution on the Shares, which would have the effect of impairing the ability of Purchaser to consummate the Offer or the Merger or otherwise diminishes the expected economic value to Purchaser of the acquisition of the Company.

No Pending Transactions. (a) Except for the transactions contemplated by this Agreement and the acquisition agreements or negotiations described on the Company Disclosure Statement or in the Company's SEC Reports, neither the Company nor any of the Company Subsidiaries is a party to or bound by or the subject of any agreement, undertaking, commitment or discussion with another party with respect to a proposal or offer for a merger, consolidation, business combination, or a sale of substantial assets, or sale or acquisition of at least 15% of the outstanding of shares of capital stock of the Company or a Company Subsidiary (including without limitation by way of a tender offer or similar transactions involving the Company, other than the transactions contemplated by this Agreement) (any of the foregoing transactions being referred to in this Agreement as an "Acquisition Transaction"). (b) The Agreement and Plan of Reorganization dated as of March 12, 1997 (the "Sylvan Merger Agreement") between the Company and Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), has been terminated without any payments by or penalties or any liability to the Company (other than any applicable payments pursuant to Section 6.3 of the Sylvan Merger Agreement). (c) Neither of the Company nor any of the Company Subsidiaries has entered into or effectuated any new or amended agreements with Sylvan or any other person or entity or otherwise has taken any action, including, without 28 limitation, the declaration or payment of any dividend or distribution on the SharesCompany Common Stock, which would have the effect of impairing the ability of Purchaser or the Company to consummate the Offer Offer, the Axiohm Exchange, the Acquisition of Purchaser or the Merger or otherwise diminishes the expected economic value to Purchaser of the acquisition of the Companytransactions contemplated by this Agreement.

No Pending Transactions. (a) Except for the transactions contemplated by this Agreement and the acquisition agreements or negotiations described on the Company Disclosure Statement or in the Company's SEC Reports, neither the Company nor any of the Company Subsidiaries is a party to or bound by or the subject of any agreement, undertaking, commitment or discussion with another party with respect to a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer or similar transactions involving the Company, other than the transactions contemplated by this Agreement) (any of the foregoing transactions being referred to in this Agreement as an "Acquisition Transaction"). (b) The Agreement and Plan of Reorganization dated as of March 12, 1997 (the "Sylvan Merger Agreement") between the Company and Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), has been terminated without any payments by or penalties or any liability to the Company (other than any applicable payments pursuant to Section 6.3 of the Sylvan Merger Agreement). (c) Neither of the Company nor any of the Company Subsidiaries has entered into or effectuated any new or amended agreements with Sylvan or any other person or entity or otherwise has taken any action, including, without 28 limitation, the declaration or payment of any dividend or distribution on the Shares, which would have the effect of impairing the ability of Purchaser to consummate the Offer or the Merger or otherwise diminishes the expected economic value to Purchaser of the acquisition of the Company.