Common use of OPERATION OF BUSINESS OF THE COMPANY Clause in Contracts

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The Company shall use its reasonable best efforts to preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company and its subsidiaries with persons having significant business dealings with the Company or any of its subsidiaries. (b) The Company shall, and shall cause each of its subsidiaries to, except as otherwise consented to in writing by Parent, conduct its business and operations in the ordinary course consistent with past practice. (c) Unless otherwise required by the terms of this Agreement, the Company shall not, and shall not permit any of its subsidiaries to, except as otherwise consented to in writing by Parent: (i) amend its Certificate of Incorporation, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in any other fashion the corporate structure or ownership of any subsidiary of the Company; (ii) increase or decrease the number of authorized shares of its capital stock; (iii) issue, grant, sell, or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; (iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (vi) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of Company Preferred Stock; (viii) purchase, lease, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ix) sell, lease, encumber, mortgage, or otherwise dispose of any material assets or properties, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (x) waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, other than in the ordinary course of business consistent with past practice; (xi) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries, or incur any purchase money indebtedness for fixed assets or enter into any financing, “synthetic,” or capitalized lease; (xii) incur any other liability or obligation (except of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Company or its other wholly owned subsidiaries); (xiii) except as otherwise required by this Agreement, (A) enter into any new employee benefit plan, program, or arrangement, or any new employment, severance, or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xx) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The At all times through the Closing Date, the Company shall use its reasonable best efforts to (i) preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company organization and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company with customers, suppliers, consultants, employees and its subsidiaries with any other persons having significant business dealings relations with the Company or any in the Ordinary Course of Business; and (ii) maintain all of its subsidiariesAssets in good operating condition and repair (normal wear and tear excepted) in the Ordinary Course of Business. (b) The Except as set forth in the Disclosure Schedule, at all times through the Closing Date, the Company shall, and shall cause each of its subsidiaries to, except as otherwise consented to in writing by Parent, conduct its business and operations substantially in the ordinary course consistent with past practicemanner heretofore conducted and only in the Ordinary Course of Business and shall not, without the prior written consent of Buyer: (i) issue any capital stock, bonds or other corporate securities or debt instruments, grant any options, warrants or other rights calling for the issuance thereof, or borrow any funds; (ii) declare, set aside or pay any dividends or distributions of any Assets, except for the payment of the Stockholders' Transaction Expenses permitted to be paid by the Company pursuant to Section 13.03 of this Purchase Agreement; (iii) directly or indirectly redeem, purchase or otherwise acquire any of its capital stock, any securities convertible into capital stock, or any other securities; (iv) effect a split, reclassification or other change in or of any of its capital stock; (v) amend its certificate of incorporation or bylaws; (vi) grant any increase in the compensation or benefits payable, or to become payable, by the Company to any of its directors, officers, employees or consultants, or make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee; (vii) directly or indirectly guarantee or agree to guarantee the obligations of others; (viii) enter into or make or permit any amendment to the terms or conditions of any of the loans under the Credit Agreement, or enter into or make or permit any amendment or termination of any other Agreement which the Company or the Stockholders reasonably believes is likely to have a Material Adverse Effect; (ix) mortgage, pledge or subject to any Encumbrance any of its Assets; (x) cancel any indebtedness owing to the Company or any claims which the Company may possess (other than the resolution of claims under any Agreement in the Ordinary Course of Business which would not have a Material Adverse Effect), or waive any rights of substantial value; (xi) sell, assign or transfer any Intellectual Property; (xii) sell, exchange, transfer or otherwise dispose of any interest in any Asset (other than in the Ordinary Course of Business); (xiii) violate any Laws which have or could reasonably be expected to have a Material Adverse Effect; (xiv) commit any act or omit to do any act, or engage in any activity or transaction or incur any obligation (by conduct or otherwise), which the Company or the Stockholders reasonably expects to have a Material Adverse Effect; or (xv) make any loan or advance to any stockholder, officer or director of the Company or to any other person, except for the payment of the Stockholders' Transaction Expenses permitted to be paid by the Company pursuant to Section 13.03 of this Purchase Agreement. Prior to the Closing Date, the Company and the Stockholders on behalf of the Company (i) will not do or agree to do any of the things listed in clauses (b) through (s) of Section 4.10 and (ii) will maintain all insurance, which shall meet the requirements of Section 4.13. (c) Unless otherwise required by The Company shall notify Buyer promptly of any material adverse change in the terms business, operations, prospects, condition (financial or otherwise), Assets or liabilities of this Agreementthe Company, including, without limitation, information (including, without limitation, copies of all Documents relating thereto) concerning all claims instituted, threatened or asserted against or affecting the Company or its business or Assets at law or in equity, before or by any court or governmental authority. (d) The Company shall notkeep proper books of record and account in which true and complete entries will be made of all transactions in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, and shall not permit any supply to Buyer such Documents (financial or otherwise) with respect thereto as Buyer shall reasonably request. (e) The Company shall inform and discuss with Buyer on a regular and ongoing basis the management of its subsidiaries tothe business and Assets of the Company, except as otherwise consented to in writing by Parent: including, without limitation, (i) amend its Certificate any significant new Agreements or transactions proposed to be entered into, (ii) persons proposed to be employed or terminated by the Company outside of Incorporationthe Ordinary Course of Business, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in and (iii) any other fashion significant developments relating to the corporate structure business or ownership of any subsidiary Assets of the Company; (ii) increase ; provided, however, that Buyer shall have no express or decrease the number of authorized shares of its capital stock; (iii) issueimplied power, grant, sell, authority or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance responsibility with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; (iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (vi) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of Company Preferred Stock; (viii) purchase, lease, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ix) sell, lease, encumber, mortgage, or otherwise dispose of any material assets or properties, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (x) waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, other than in the ordinary course of business consistent with past practice; (xi) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiariesbusiness, Assets or incur any purchase money indebtedness for fixed assets or Agreements. Without limiting the foregoing, the Company shall not enter into any financingagreement, “synthetic,” understanding, commitment or capitalized lease; other arrangement (xiiwhether written or oral) incur with any other liability or obligation (except of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Company or its other wholly owned subsidiaries); (xiii) except as otherwise required by this Agreement, (A) enter into any new employee benefit plan, program, or arrangement, Affiliate or any new employmentofficer, severancedirector, employee or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with agent thereof after the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in date hereof without the ordinary course prior written consent of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xx) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoingBuyer.

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The Company shall use its reasonable best efforts efforts, through the Closing Date, to preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company organizations and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company with customers, lessors, lessees, financial institutions, customers, suppliers, consultants, employees, contractors, subcontractors, developers and its subsidiaries with any other persons having significant business dealings relations with the Company or any of its subsidiariesit. (b) The Company shall, and shall cause each of its subsidiaries to, except as otherwise consented to in writing by Parentthrough the Closing Date, conduct its business and operations only in the ordinary course consistent with past practice. (c) Unless otherwise required by the terms Ordinary Course of this AgreementBusiness and, the Company in addition, shall not, and shall not permit any of its subsidiaries to, except as otherwise consented to in writing by Parent: : (i) amend its Certificate issue any type of Incorporationstock, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in any other fashion the corporate structure or ownership of any subsidiary of the Company; (ii) increase or decrease the number of authorized shares of its capital stock; (iii) issue, grant, sell, or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance with their terms) or any options, warrants, warrants or other rights to subscribe for or purchase any such capital of its stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom its stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; ; (iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (viii) declare, set asideaside or pay any dividend or distribution with respect to its stock to Stockholders; (iii) directly or indirectly redeem, purchase or pay, or permit otherwise acquire any of its subsidiaries stock; (iv) effect a split, reclassification or other change in or of any of its stock; (v) amend its articles of incorporation or bylaws; (vi) grant any increase in the compensation payable or to declare, set asidebecome payable by the Company to its officers or employees, or payenter into any bonus, any dividend insurance, pension or other distribution benefit plan, payment or payment arrangement for or with any of those officers or employees other than in cash, stockthe Ordinary Course of Business; (vii) borrow or agree to borrow any funds, or property directly or indirectly guarantee or agree to guarantee the obligations of others other than in respect the Ordinary Course of shares Business; (viii) place, or allow to be placed, an Encumbrance on any of its capital stock or other equity securities, Assets except that as required in the Ordinary Course of Business; (ix) cancel any subsidiary of the Company may pay dividends or other distributions material indebtedness owing to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of material Claims which the Company Preferred Stock; (viii) purchase, leasemay possess, or otherwise acquire waive any rights of substantial value; (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ixx) sell, leaseassign, encumber, mortgage, license or transfer any Intellectual Property; (xi) sell or otherwise dispose of any material assets interest in any Asset except in the Ordinary Course of Business; or properties(xii) make any loan or advance to any stockholder, except that officer or director of the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (x) waiveto any other person, release, grant, firm or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, corporation other than in the ordinary course Ordinary Course of Business. Through the Closing Date, the Company will maintain insurance in the Ordinary Course of Business. (c) Through the Closing Date, the Company shall keep proper books of record and account in which true and complete entries will be made of all transactions and shall provide to Purchaser a monthly unaudited balance sheet and statement of income of the Company, as soon as practicable after the end of each month, and such other Documents (financial or otherwise) as Purchaser shall reasonably request. (d) Through the Closing Date, the Company shall inform and discuss with Purchaser on a regular and ongoing basis (but in no event less frequently than monthly) the management of its business consistent with past practiceand Assets, including, without limitation, any significant new Agreements or transactions proposed to be entered into or persons proposed to be employed or terminated by the Company or any other significant developments relating to the business or Assets of the Company; (xie) incur any indebtedness for money borrowedThe Company will pay, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary will, to the Company or extent required by generally accepted accounting principles, establish in its other wholly owned subsidiaries, or incur any purchase money indebtedness for fixed assets or enter into any financing, “synthetic,” or capitalized lease; (xii) incur any other liability or obligation (except of the Company financial statements furnished to its wholly owned subsidiaries or of a wholly owned subsidiary Purchaser pursuant to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of businessSection 3.3(c) or otherwise as an accommodation become responsible 4.6 adequate reserves for the obligations of any other person (except by the Company payment of, all Taxes payable for or with respect to the obligations of its wholly owned subsidiaries period up to and including the Closing Date (without regard to whether or by a subsidiary with respect to not such Taxes are disputed or are due and payable on or before the obligations of the Company or its other wholly owned subsidiariesClosing Date); (xiii) except as otherwise required by this Agreement, (A) enter into any new employee benefit plan, program, or arrangement, or any new employment, severance, or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xx) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.

OPERATION OF BUSINESS OF THE COMPANY. From The Company agrees (except (a) as expressly contemplated by this Agreement, (b) as may be necessary to facilitate compliance with any of the date Contemplated Transactions, (c) in order to facilitate compliance with applicable Legal Requirements or the Company's existing contracts, or (d) to the extent that Parent shall otherwise consent in writing, such consent not to be unreasonably withheld or delayed) to carry on its business in the Ordinary Course of this Agreement through Business, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the earlier extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of termination its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of this Agreement or preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent upon obtaining Knowledge of any material event or occurrence not in the Ordinary Course of Business, and except any Material Adverse Effect on the Company. Except (a) as set forth in Section 5.1 expressly contemplated by this Agreement, (b) as may be necessary to facilitate compliance with any of the Disclosure ScheduleContemplated Transactions, (c) in order to facilitate compliance with applicable Legal Requirements or the Company's existing contracts, or (d) with the prior written consent of Parent (which may be evidenced by e-mail communication), such consent not to be unreasonably withheld or delayed, the Company shall not: (a) The Company shall use its reasonable best efforts to preserve intact Enter into any commitment, activity or transaction not in all material respects its business organization, assets, and technology and those the Ordinary Course of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company and its subsidiaries with persons having significant business dealings with the Company or any of its subsidiaries.Business; (b) The Company shall, and shall cause each of its subsidiaries to, except as otherwise consented Transfer to in writing by Parent, conduct its business and operations any person or entity any rights to any Intellectual Property Rights other than in the ordinary course consistent with past practice.Ordinary Course of Business; (c) Unless otherwise required by the terms Enter into or amend any agreements pursuant to which any other party is granted, marketing, distribution or similar rights of this Agreement, any type or scope with respect to any products or services of the Company shall not, and shall not permit any other than in the Ordinary Course of its subsidiaries to, except as otherwise consented to in writing by Parent: (i) amend its Certificate of Incorporation, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in any other fashion the corporate structure or ownership of any subsidiary of the CompanyBusiness; (iid) increase Amend or decrease otherwise modify (or agree to do so), except in the number Ordinary Course of authorized shares Business, or violate the material terms of, any of the agreements set forth or described in the Schedules attached to the Company Disclosure Letter; (e) Commence any litigation; (f) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iii) issue, grant, sell, or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; (iv) split, combine, combine or reclassify any shares of its capital stock or make issue or authorize the issuance of any other changes securities in its equity respect of, in lieu of or in substitution for shares of capital structure; (v) purchase, redeemstock of the Company, or cancel for valuerepurchase, redeem or permit any of its subsidiaries to purchase, redeem, or cancel for valueotherwise acquire, directly or indirectly, any shares of its capital stock (or other equity securities of the Company or any of its subsidiaries or any Options options, warrants or other rights exercisable therefor), except pursuant to purchase any such capital stock existing agreements contemplating or other equity securities or any securities convertible into or exchangeable providing for any such capital stock or other equity securitiesmatters, except as contemplated by Section 1.8including the Existing Stockholders Agreement; (vig) declareIssue, set asidegrant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or pay, purchase or permit any of its subsidiaries to declare, set aside, or paypropose the purchase of, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other equity agreements or commitments of any character obligating it to issue any such shares or other convertible securities, except that any subsidiary of for (i) the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series issuance of shares of Company Preferred StockCapital Stock upon exercise or conversion of presently outstanding Warrants or the Existing Bridge Loans or any Company Options, and (ii) the issuance of options under the Company Plans in the Ordinary Course of Business; (viiih) purchaseCause or permit any amendments to its Certificate of Incorporation or Bylaws; (i) Acquire or agree to acquire by merging or consolidating with, leaseor by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) agree to acquire any assets or propertieswhich are material, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, to the business of the Company; (j) Sell, lease, license or otherwise dispose of any of its properties or assets, except in the Ordinary Course of Business; (k) Incur any indebtedness for borrowed money in excess of $1,000,000 or guarantee any such indebtedness or issue or sell any debt securities of the Company or guarantee any debt securities of others, except that Company may borrow money, at any time and in any amount, from the Major Stockholders; (l) Grant any severance or termination pay to any director, officer, employee or consultant, except pursuant to the employment agreements set forth in Section 6.24(b) of the Company Disclosure Letter; (m) Adopt or materially amend employee benefit plan, or any material employee program, policy or arrangement, enter into any employment contract, extend any employment offer, pay or agree to pay any special bonus or special remuneration to, or increase the wages of, any director or officer, or enter into any employment contract, extend any employment offer, pay or agree to pay any special bonus or special remuneration to, or increase the wages of, any employee except in the Ordinary Course of Business; (n) Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than inventory and supplies acquired in the ordinary course Ordinary Course of business Business and consistent with past practice; (ixo) sellPay, leasedischarge or satisfy, encumberin an amount in excess of $10,000, mortgagein any one case, or otherwise dispose of any material assets or properties$25,000, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of business consistent with past practiceBusiness of liabilities; (xp) waiveMake or change any material election in respect of Taxes, releaseadopt or change any accounting method in respect of Taxes, grantenter into any closing agreement, settle any claim or assessment in respect of Taxes, or transfer consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Enter into any strategic alliance, joint development or joint marketing arrangement or agreement; (r) Fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith; (s) Waive or commit to waive any rights with a value in excess of material value or modify or change $25,000, in any material respect any existing license, contractone case, or other document $100,000, in the aggregate; (t) Cancel, materially amend or agreement, renew any insurance policy other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xiu) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries, or incur any purchase money indebtedness for fixed assets Alter or enter into any financingcommitments to alter, “synthetic,” its interest in any corporation, association, joint venture, partnership or capitalized leasebusiness entity in which the Company directly or indirectly holds any interest on the date hereof, except for capital contribution to, or distributions from, its subsidiaries in the Ordinary Course of Business; (xiiv) incur Form any other liability subsidiary or obligation (joint venture, except of for wholly-owned subsidiaries in countries in which the Company intends to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of do business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Company or its other wholly owned subsidiaries); (xiii) except as otherwise required by this Agreement, (A) enter into any new employee benefit plan, program, or arrangement, or any new employment, severance, or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xxw) enter into any contract, agreement, commitmentTake, or arrangement with respect agree in writing or otherwise to take, any of the foregoingactions described in Sections8.3(a) through (v) above, or any other action that would prevent the Company from performing or cause the Company not to perform its covenants hereunder.

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The At all times through the Closing Date, the Stockholder shall cause each of the Company shall and the Real Property Affiliates to use its reasonable best efforts to (i) preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company organization and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company with customers, suppliers, consultants, employees and its subsidiaries with any other persons having significant business dealings relations with the Company or any in the Ordinary Course of Business; and (ii) maintain all of its subsidiariesAssets in good operating condition and repair (normal wear and tear excepted) in the Ordinary Course of Business. (b) The Company shallExcept as set forth in the Disclosure Schedule, and at all times through the Closing Date, the Stockholder shall cause each of its subsidiaries to, except as otherwise consented the Company and the Real Property Affiliates to in writing by Parent, conduct its respective business and operations substantially in the ordinary course consistent with past practice. (c) Unless otherwise required by manner heretofore conducted and only in the terms Ordinary Course of this Agreement, the Company Business and shall not, and shall not permit any without the prior written consent of its subsidiaries to, except as otherwise consented to in writing by Parent: the Buyer: (i) amend its Certificate of Incorporationissue any capital stock, Bylawsbonds or other corporate securities or debt instruments, grant any options, warrants or other rights calling for the issuance thereof, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in borrow any other fashion the corporate structure or ownership of any subsidiary of the Company; funds; (ii) increase declare, set aside or decrease the number pay any dividends or distributions of authorized shares any Assets; (iii) directly or indirectly redeem, purchase or otherwise acquire any of its capital stock; (iii) issue, grant, sell, or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or any other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; ; (iv) effect a split, combine, reclassification or reclassify other change in or of any shares of its capital stock stock; (v) amend its certificate of incorporation or bylaws; (vi) except in furtherance of Stockholder's undertaking in Section 3.05, grant any increase in the compensation or benefits payable, or to become payable, by the Company to any of its directors, officers, employees or consultants, or make any other changes in its equity capital structure; accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee; (vvii) purchase, redeem, directly or cancel for value, indirectly guarantee or agree to guarantee the obligations of others; (viii) enter into or make or permit any amendment or termination of its subsidiaries any Agreement which the Stockholder reasonably believes is likely to purchasehave a Material Adverse Effect; (ix) mortgage, redeem, pledge or cancel for value, directly or indirectly, subject to any shares of capital stock or other equity securities of the Company or Encumbrance any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8Assets; (vi) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of Company Preferred Stock; (viii) purchase, lease, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ix) sell, lease, encumber, mortgage, or otherwise dispose of any material assets or properties, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (x) waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, other than in the ordinary course of business consistent with past practice; (xi) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries, or incur any purchase money indebtedness for fixed assets or enter into any financing, “synthetic,” or capitalized lease; (xii) incur any other liability or obligation (except of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Company or its other wholly owned subsidiaries); (xiii) except as otherwise required by this Agreement, (A) enter into any new employee benefit plan, program, or arrangement, or any new employment, severance, or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xx) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The Company shall will use its reasonable best efforts to preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company and its subsidiaries with persons having significant business dealings with the Company or any of its subsidiaries, and the Company will use reasonable efforts to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company and its subsidiaries; provided, that the Company shall have no obligation to increase or otherwise change the compensation or other benefits of such officers and employees or to pay any amounts or issue any securities to such officers and employees. (b) The Company shallwill, and shall will cause each of its subsidiaries to, except as otherwise consented to in writing by Parent, conduct its business and operations in the ordinary course consistent with past practice. (c) Unless otherwise required Except as consented to in writing by Parent or as set forth in Section 5.1(c) of the terms of this AgreementDisclosure Schedule, the Company shall will not: (i) amend its Articles of Incorporation or Bylaws, except as required in connection with the Merger; (ii) increase or, except as required in connection with the Merger, decrease the number of authorized shares of its capital stock; (iii) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (iv) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities, including pursuant to the 1997 Plan, or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (v) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any United States based subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries and shall except as contemplated by Section 1.8; or (vi) designate any class or series of shares of Additional Company Stock or increase the number of shares designated as Series A Preferred Stock. (d) The Company will not and will not permit any of its subsidiaries to, except as otherwise consented to in writing by ParentParent (which, in the case of paragraph (ii) below, shall not be unreasonably withheld) or as set forth in Section 5.1(d) of the Disclosure Schedule: (i) amend its Certificate of Incorporation, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in any other fashion the corporate structure or ownership of any subsidiary of the Company; (ii) increase or decrease the number of authorized shares of its capital stock; (iii) issue, grant, sell, or pledge (except as required under the terms of the Company Credit Facility) any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options or rights under the 1997 Plan outstanding as of the date of this Agreement that are disclosed in Section 3.2 3.2(b) in accordance with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice or otherwise amend the terms of any OptionsOptions or any rights under the 1997 Plan; (iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (vi) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of Company Preferred Stock; (viiiii) purchase, lease, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does do not exceed C$100,000 individually $50,000 (if denominated in U.S. dollars) or C$250,000 £35,000 (if denominated in U.K. pounds) in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ixiii) sell, lease, encumber, mortgage, or otherwise dispose of any material assets or properties, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practicepractice or except as required under the terms of the Company Credit Facility; (xiv) waive, release, grant, license, or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, other than in the ordinary course of business consistent with past practice; (xiv) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries, or incur any purchase money indebtedness for fixed assets or enter into any financing, “synthetic,” or capitalized lease, except for indebtedness in the ordinary course of business under the Company Credit Facility in an amount not to exceed $3,000,000 at any time outstanding that may, by its terms, be prepaid without penalty at or prior to Closing; provided, that such amount shall be in addition to any amounts incurred under the Company Credit Facility that may be used to pay any amounts contemplated by paragraph (xiv) below; (xiivi) incur any other liability or obligation (except of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiaries), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Company or its other wholly owned subsidiaries); (xiiivii) except as otherwise required by this AgreementAgreement or as required by Applicable Law, (A) enter into any new employee benefit plan, program, or arrangement, or any new employment, severance, or consulting agreement; (B) , amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) , pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) , or grant any increases in compensation or benefits to directors or officers of the Company or, other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice, to any other employees of the Company; (E) or hire any new employee employees of the Company or any of its subsidiaries at an annual compensation rate except in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of businessbusiness and on terms consistent with past practice; (xivviii) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xvix) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvix) make any tax election (except as required by Applicable Law) or settle or compromise any material tax liability; (xviixi) change any accounting principles used by it, unless required by GAAP; (xviiixii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xixxiii) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; (xiv) incur any (A) legal, investment banking, financial advisory, or accounting expenses; (B) printing and filing fees and costs relating to the Proxy Statement; or (C) other expenses, in each case relating to due diligence, negotiation of the Merger and this Agreement, the solicitation of proxies, or the meeting of Company shareholders described in Section 5.2, collectively, in an amount that exceeds $1,200,000; or (xxxv) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.

OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule: (a) The At all times through the Closing Date, the Company shall use its reasonable best efforts to (i) preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company organization and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company with customers, suppliers, consultants, employees and its subsidiaries with any other persons having significant business dealings relations with the Company or any in the Ordinary Course of Business; and (ii) maintain all of its subsidiariesAssets in customary repair and condition (normal wear and tear excepted) in the Ordinary Course of Business. (b) The Except as set forth in the Disclosure Schedule, at all times through the Closing Date, the Company shall, and shall cause each of its subsidiaries to, except as otherwise consented to in writing by Parent, conduct its business and operations substantially in the ordinary course consistent with past practicemanner heretofore conducted and only in the Ordinary Course of Business and shall not, without the prior written consent of Buyer: (i) except for the issuance of the Additional Shares to Hollx xx or prior to the Closing, issue any capital stock, bonds or other corporate securities or debt instruments, grant any options, warrants or other rights calling for the issuance thereof, or borrow any funds; (ii) declare, set aside or pay any dividends or distributions of any Assets; (iii) directly or indirectly redeem, purchase or otherwise acquire any of its capital stock, any securities convertible into capital stock, or any other securities; (iv) effect a split, reclassification or other change in or of any of its capital stock; (v) amend its certificate of incorporation or bylaws; (vi) grant any increase in the compensation payable, or to become payable, by the Company to any of its directors, officers, employees or consultants, or make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee; (vii) directly or indirectly guarantee or agree to guarantee the obligations of others; (viii) enter into or make or permit any amendment to the terms or conditions of any of the loans evidenced by the Huntington Bank Promissory Notes (including, without limitation, the Witkxxxxx Xxxtington Bank Promissory Note), or enter into or make or permit any amendment or termination of any other Agreement which the Company or the Stockholder reasonably believes is likely to have a Material Adverse Effect; (ix) mortgage, pledge or subject to any Encumbrance any of its Assets; (x) cancel any indebtedness owing to the Company or any claims which the Company may possess (other than the resolution of claims under any Agreement in the Ordinary Course of Business which would not have a Material Adverse Effect), or waive any rights of substantial value; (xi) sell, assign or transfer any Intellectual Property; (xii) sell, exchange, transfer or otherwise dispose of any interest in any Asset (other than in the Ordinary Course of Business); (xiii) violate any Laws which have or could reasonably be expected to have a Material Adverse Effect; (xiv) commit any act or omit to do any act, or engage in any activity or transaction or incur any obligation (by conduct or otherwise), which the Company or the Stockholder reasonably expects to have a Material Adverse Effect; or (xv) make any loan or advance to any stockholder, officer or director of the Company or to any other person. Prior to the Closing Date, the Company and the Stockholder on behalf of the Company (i) will not do or agree to do any of the things listed in clauses (b) through (s) of Section 4.10 and (ii) will maintain all insurance, which shall meet the requirements of Section 4.13. (c) Unless otherwise required by The Company shall notify Buyer promptly of any material adverse change in the terms business, operations, prospects, condition (financial or otherwise), Assets or liabilities of this Agreementthe Company, including, without limitation, information (including, without limitation, copies of all Documents relating thereto) concerning all claims instituted, threatened or asserted against or affecting the Company or its business or Assets at law or in equity, before or by any court or governmental authority. (d) The Company shall notkeep proper books of record and account in which true and complete entries will be made of all transactions in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, and shall not permit any supply to Buyer such Documents (financial or otherwise) with respect thereto as Buyer shall reasonably request. (e) The Company shall inform and discuss with Buyer on a regular and ongoing basis the management of its subsidiaries tothe business and Assets of the Company, except as otherwise consented to in writing by Parent: including, without limitation, (i) amend its Certificate any significant new Agreements or transactions proposed to be entered into, (ii) persons proposed to be employed or terminated by the Company outside of Incorporationthe Ordinary Course of Business, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in and (iii) any other fashion significant developments relating to the corporate structure business or ownership of any subsidiary Assets of the Company; (ii) increase ; provided, however, that Buyer shall have no express or decrease the number of authorized shares of its capital stock; (iii) issueimplied power, grant, sell, authority or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance responsibility with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options; (iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or cancel for value, directly or indirectly, any shares of capital stock or other equity securities of the Company or any of its subsidiaries or any Options or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities, except as contemplated by Section 1.8; (vi) declare, set aside, or pay, or permit any of its subsidiaries to declare, set aside, or pay, any dividend or other distribution or payment in cash, stock, or property in respect of shares of its capital stock or other equity securities, except that any subsidiary of the Company may pay dividends or other distributions to the Company or any of its other wholly owned subsidiaries; (vii) designate any class or series of shares of Company Preferred Stock; (viii) purchase, lease, or otherwise acquire (including acquisitions by merger, consolidation, or stock or asset purchase) any assets or properties, other than those the fair value of which does not exceed C$100,000 individually or C$250,000 in the aggregate, and other than inventory and supplies acquired in the ordinary course of business consistent with past practice; (ix) sell, lease, encumber, mortgage, or otherwise dispose of any material assets or properties, except that the Company and its subsidiaries may sell or otherwise dispose of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (x) waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing license, contract, or other document or agreement, other than in the ordinary course of business consistent with past practice; (xi) incur any indebtedness for money borrowed, other than indebtedness of the Company to its wholly owned subsidiaries or of a wholly owned subsidiary to the Company or its other wholly owned subsidiariesbusiness, Assets or incur any purchase money indebtedness for fixed assets or Agreements. Without limiting the foregoing, the Company shall not enter into any financingagreement, “synthetic,” understanding, commitment or capitalized lease;other arrangement (whether written or oral) with any Affiliate or any officer, director, employee or agent thereof after the date hereof without the prior written consent of Buyer. (xiif) incur any other liability or obligation (except Prior to Closing, the Company shall comply with all applicable requirements of ISRA and shall receive evidence of the Company to its wholly owned subsidiaries or non-applicability of a wholly owned subsidiary ISRA to the Company or its other wholly owned subsidiariestransactions contemplated hereunder from the New Jersey Department of Environmental Protection ("NJDEP"), other than in the ordinary course of business consistent with past practice, or assume, guarantee, endorse (other than endorsements of checks in the ordinary course of business) or otherwise as an accommodation become responsible for the obligations of any other person (except by the Company with respect to the obligations of its wholly owned subsidiaries or by a subsidiary with respect to the obligations of the Real Property located in New Jersey. The Company or its other wholly owned subsidiaries); (xiii) except as otherwise shall be responsible for making all notifications required by this AgreementISRA, (A) enter into any new employee benefit planif any, programand shall provide to Buyer copies of all such notifications, or arrangement, or any new employment, severance, or consulting agreement; (B) amend any existing employee benefit plan, program, or arrangement, or any existing employment, severance, or consulting agreement; (C) pay any retention, “stay,” transaction, or other bonuses in connection with the transactions contemplated by this Agreement; (D) grant any increases in compensation or benefits other than pursuant to customary salary and employee benefit administration in the ordinary course of business consistent with past practice; (E) hire any new employee of the Company or any of its subsidiaries at an annual compensation rate in excess of customary practice or, in any event, in excess of C$100,000; or (F) engage any new consultant to the Company or any of its subsidiaries outside of the ordinary course of business; (xiv) enter into, extend, renew, modify, or amend any collective bargaining agreement; (xv) enter into any other material transaction, other than in the ordinary course of business consistent with past practices; (xvi) make any tax election or settle or compromise any material tax liability; (xvii) change any accounting principles used by it, unless required by GAAP; (xviii) settle any litigation, proceedings, or material claims other than those arising in the ordinary course of business; (xix) enter into any agreement with any affiliate of the Company or any Associate, other than agreements solely between the Company and one or more of its wholly owned subsidiaries or between two or more of the Company’s wholly owned subsidiaries; or (xx) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoingif any.