Common use of Operation in the Ordinary Course Clause in Contracts

Operation in the Ordinary Course. Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall, and shall cause each of its Subsidiaries, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business and (c) use its reasonable best efforts to (i) preserve intact its material assets, properties, contracts or other legally binding understandings, licenses and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations. Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or in the ordinary course of business (other than as contemplated by the Debt Commitment Letter), (c) issue, sell or otherwise dispose any equity securities of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers of the Company or enter into any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC without the approval of the Company’s Board of Directors of a committee thereof comprised solely of independent directors or (e) effect any Deemed Liquidation Event.

Operation in the Ordinary Course. Except as set forth disclosed in the Ordinary Course Schedule 7.1, and except as otherwise provided in or contemplated by this Agreement (including the Debt Commitment Letterschedules hereto), or as has been approved by the Company’s Board of Directors prior to the execution hereof, between since the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the InvestorsLatest Balance Sheet, the Company shalland Subsidiaries have conducted the Business only in, and shall cause each neither the Company nor any of its SubsidiariesSubsidiaries has engaged in any transaction other than, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business in connection with the operation of the Business and has not: (ca) use its reasonable best efforts to discharged or satisfied any material Lien or incurred or paid any material obligation or Liability (i) preserve intact its material assetsabsolute or contingent), properties, contracts or other legally binding understandings, licenses than current liabilities shown on the Financial Statements and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations. Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between liabilities incurred since the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or Latest Balance Sheet in the ordinary course of business (other than as contemplated by the Debt Commitment Letternone of which is a material uninsured liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit), ; (b) subjected any of its material Assets to any Lien; (c) issuesold, sell transferred, assigned, leased or otherwise dispose disposed of or encumbered any equity securities material Assets, except for sales of inventory in the ordinary course of business, or acquired any material Assets, except in the ordinary course of business; or canceled or compromised any debt or claim other than in the ordinary course of business; (d) intentionally or knowingly waived or released any material rights, including without limitation, any material intangible rights; (e) made any loan to, or entered into any transaction of any other nature with, any director or officer of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers Related Party of the Company other than in the ordinary course of business, in each case; (f) received notification of cancellation or enter into threatened cancellation of, or cancelled, amended or intentionally or knowingly waived, any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by material rights, individually or in the SEC without the approval aggregate, of the Company’s Board Business; (g) made any change in any method of Directors of accounting or accounting practice; (h) suffered any other change, event, or condition which, in any case or in the aggregate, has had or is reasonably expected to have a committee thereof comprised solely of independent directors or Material Adverse Effect; or (ei) effect made any Deemed Liquidation Eventchange in its billing practices related to Medicare and other Government Programs.