Common use of Ongoing Operations Clause in Contracts

Ongoing Operations. Seller shall carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not, except with Buyer's prior written consent: (i) declare, make or pay any distributions or dividends on its Common Stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than for good cause); (iii) make any material adjustment in wages or hours of work; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of Seller; (v) permit or engage in any of the actions set forth in Section 3.23 hereof; (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange or dispose of any property or assets, other than in the ordinary course of business; (viii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of Seller contained herein not to be true and correct on and as of the Closing Date; (ix) issue or grant any shares of Common Stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of Common Stock or such other securities; (x) except as specifically provided by this Agreement, amend or repeal any of its Constituent Documents; (xi) except as specifically provided by this Agreement, incur any Indebtedness or permit any of its assets or property to become subject to any Lien; (xii) make any material capital expenditure; (xiii) enter into, terminate or amend any Material Agreement; or (xiv) enter into any agreement to take any of the foregoing actions.

Ongoing Operations. Seller The Companies shall, and the Shareholder ------------------ shall carry on its business cause the Companies to, conduct their businesses diligently and substantially in the same manner as heretofore conductedconducted and use reasonable best efforts to preserve the present relationships between the Companies on the one hand and their suppliers, distributors, customers and others having business relations with either of them on the other, and shall not, except with Buyer's prior written consent: (i) declare, make or pay any distributions or dividends on its Common Stock their capital stock or any other equity securitiessecurities not reflected in the Interim Financial Statements; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) in excess of a rate of $5,000 per annum for good cause)any individual employee or a rate of $25,000 per annum for all employees, or grant any employee any severance or termination pay except in accordance with the Companies' existing policies as set forth in the personnel manuals delivered to Buyer pursuant to Section 4.21 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any directors, officers or employees; (iii) make any material general adjustment in wages the type or hours of workwork of their employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of Sellerthe Companies or the Shareholder; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 3.23 6.1(a)) and 4.24 hereof; (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange exchange, lease, license or dispose of any property or assets, other than in the ordinary course of business; (viii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of Seller contained herein not to be true and correct on and as of the Closing Date; (ixvii) issue or grant any shares of Common Stock capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of Common Stock capital stock or such other securities; (xviii) except as specifically provided by this Agreement, amend or repeal any of its their Constituent Documents; (xiix) except as specifically provided by this Agreement, incur any Indebtedness indebtedness or permit any of its their assets or property to become subject to any LienLien other than Permitted Liens (as defined in Section 4.18 hereof) and indebtedness incurred in the ordinary course of business; (xiix) make any material capital expenditureexpenditure in excess of $50,000; (xiiixi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xivxiii) enter into waive any agreement to take any valuable right of the foregoing actions.Companies;

Ongoing Operations. Seller The Company shall, and the Founder shall carry on cause the Company to, conduct its business diligently and substantially in the same manner as heretofore conductedconducted and use reasonable best efforts to preserve the present relationships between the Company and its suppliers, distributors, customers and others having business relations with it, and shall not, except with Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned: (i) declare, make or pay any distributions or dividends on its Common Stock capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the personnel manuals, if any, delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any Employee Benefit Plan or any other bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for good cause)the benefit of any directors, officers or employees; (iii) make any material general adjustment in wages the type or hours of workwork of its employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of the Company or any Seller; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 3.23 6.1(a)) and 4.23 hereof; (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange exchange, lease, license or dispose of any property or assets, including, without limitation, any Intangible Property, other than in the ordinary course of the Company's business; (viii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of Seller contained herein not to be true and correct on and as of the Closing Date; (ixvii) issue or grant any shares of Common Stock capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of Common Stock capital stock or such other securities; (xviii) except as specifically provided by this Agreement, amend or repeal any of its Constituent Documents; (xiix) except as specifically provided by this Agreement, incur any Indebtedness indebtedness or permit any of its assets or property including, without limitation, any Intangible Property, to become subject to any LienLien other than Permitted Liens and indebtedness incurred in the ordinary course of the Company's business; (xiix) make any material capital expenditureexpenditure in excess of $10,000; (xiiixi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xiii) operate the business of the Company outside of the ordinary course of business except as specifically required by this Agreement; or (xiv) enter into any agreement to take any of the foregoing actionsactions except as required by this Agreement.

Ongoing Operations. Seller Except for permitting the key man life insurance policies on Barry Beroth and Ian Poynton to lapse, the Company shall, and the Fouxxxxx xxx xxe Selxxxx (xxxx respect only to subpart (viii) below) shall carry on cause the Company to, conduct its business diligently and substantially in the same manner as heretofore conductedconducted and use commercially reasonable efforts to preserve the present relationships between the Company and its suppliers, distributors, customers and others having business relations with its, and shall not, except with Buyer's prior written consent: consent (which shall not be unreasonably withheld): (i) declare, make or pay any distributions or dividends on its Common Stock capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the personnel manuals delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for good cause)the benefit of any directors, officers or employees; (iii) make any material general adjustment in wages the type or hours of workwork of its employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of the Company or any Seller; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 3.23 6.1(a)) and 4.23 hereof; (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange exchange, lease, license or dispose of any property or assets, including, without limitation, any Intangible Property, other than in the ordinary course of business; (viii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of Seller contained herein not to be true and correct on and as of the Closing Date; (ixvii) issue or grant any shares of Common Stock capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of Common Stock capital stock or such other securities; (xviii) except as specifically provided by this Agreement, amend or repeal any of its Constituent Documents; (xiix) except as specifically provided by this Agreement, incur any Indebtedness indebtedness or permit any of its assets or property including, without limitation, any Intangible Property, to become subject to any LienLien other than Permitted Liens (as defined in Section 4.17 hereof) and indebtedness incurred in the ordinary course of business; (xiix) make any material capital expenditureexpenditure in excess of $50,000; (xiiixi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xiii) waive any valuable right of the Company; (xiv) operate the business of the Company outside of the ordinary course of business except as specifically required by this Agreement; or (xivxv) enter into any agreement to take any of the foregoing actionsactions except as required by this Agreement.

Ongoing Operations. Seller Except as otherwise required under this Section 7 and Section 8, each of the Company and the Company Subs shall carry on its business conduct, and each of the Sellers shall use all commercially reasonable efforts to cause the Company and each of the Company Subs to conduct, their respective businesses diligently and substantially in the same manner as heretofore conductedOrdinary Course and preserve for Buyer the present relationships between the Company and the Company Subs on the one hand and its suppliers, distributors, customers, trading partners and others having business relations with it on the other, and shall not, except with Buyer's prior written consent: (i) declare, make or pay any distributions or dividends dividends, whether in cash or Property, on its Common Stock capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than for good causecause or, in the case of any employee other than a Seller or key or material employee, otherwise in the Ordinary Course); (iii) make any material adjustment in wages or hours of work; (iv) enter into or amend any agreement or transaction with any person Person or entity who or which is an associate Associate or an affiliate Affiliate of Sellerthe Company or any of the Company Subs; (v) permit or engage in any of the actions set forth in Section 3.23 4.25 (Related Party Transactions, Intercompany Transactions) hereof, except to the extent necessary to honor its existing obligations in place; (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange exchange, transfer, sell or dispose of any property Property or assets, assets other than in the ordinary course of businessOrdinary Course; (viiivii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of Seller contained herein in Section 4 and Section 5 not to be true and correct on and as of the Closing Date; (ixviii) issue or grant any shares of Common Stock capital stock or other securitiessecurities (including any convertible security, option or warrant, whether under an existing option plan or not such are exercisable for, convertible into or exchangeable for shares of Common Stock or such other securitiesotherwise); (xix) except as specifically provided by this Agreement, amend or repeal any of its Constituent Documents; (xix) except as specifically provided by this Agreement, incur any Indebtedness or permit any of its assets or property Property to become subject to any LienLien other than Indebtedness incurred or Liens granted in the Ordinary Course or pursuant to the Protek Bridge Agreement; (xiixi) make any material capital expenditure; (xiiixii) enter into, terminate or amend any Material Agreement; (xiii) discount, collect or write-off any accounts or notes receivables other than in the Ordinary Course; (xiv) offer present or prospective customers any promotional sales incentives other than in the Ordinary Course; (xv) fail to pay any account payable or other obligation of the Company when it becomes due and payable in the Ordinary Course, or extend or modify the terms for payment of the same; or (xivxvi) enter into any agreement to take any of the foregoing actions. Each Seller hereby severally agrees not to take any action, or suffer any action to be taken, which could cause any of such Seller's representations or warranties contained in Section 4 (if applicable) and Section 5 not to be true and correct on and as of the Closing Date.