Common use of Operation of Company’s Business Clause in Contracts

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies conducts its business and operations (A) in the Ordinary Course of Business, and (B) in material compliance with all applicable Laws and the requirements of all Company Contracts that constitute Material Contracts, (ii) Company shall use its Reasonable Efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and (iii) without the prior written consent of Parent, which shall not be unreasonably withheld, (A) Company shall not, and shall cause each of the other Acquired Companies not to, take any affirmative action, or fail to take any reasonable action within its control, which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (C) Company shall promptly notify Parent of (1) any written notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions and (2) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (D) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 and (E) Company shall not grant any Company Options or restricted stock awards under the Company Stock Option Plan. (b) During the Pre-Closing Period, Company shall promptly notify Parent in writing of: (i) the discovery by Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy or breach in any representation or warranty made by Company in this Agreement, (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement, and that causes or constitutes a material inaccuracy or breach in any representation or warranty made by Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement, (iii) any material breach of any covenant or obligation of any of the Acquired Companies, and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Articles 6, 7 and 8 impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, Company shall promptly advise Parent in writing of any Proceeding or material claim or Contract dispute threatened, commenced or asserted against or with respect to any of the Acquired Companies. No notification given to Parent pursuant to this Section 4.2(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Company contained in this Agreement.

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth provided in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies conducts its business and operations (A) in the Ordinary Course of Business, Business and in accordance with past practices and (B) in material compliance with all applicable Laws and the requirements of all material Company Contracts that constitute Material Contracts, ; (ii) Company shall use its Reasonable Efforts reasonable best efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current directors, officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and Companies; (iii) without the prior written consent of Parent, which Company shall not be unreasonably withheld, (A) Company shall not, and shall cause each not permit any of the other Acquired Companies not toto take, take without the prior Consent of Parent, any affirmative action, or fail to take any reasonable action within its control, as a result of which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), 2.7 would be likely to occur; (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (Civ) Company shall promptly notify Parent of (1A) any written notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions Transactions, and (2B) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, ; (Dv) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 133; (vi) Company shall (to the extent requested by Parent) cause its officers to report regularly to Parent concerning the status of Company's business; and (Evii) Company shall not grant any Company Options options to purchase or restricted stock awards under the Company Stock Option Planotherwise acquire Options. (b) During the Pre-Closing Period, Company each Party shall promptly notify Parent the other Parties in writing of: (i) the discovery by Company a Party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy or breach in any representation or warranty made by Company in this Agreement, ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement, Agreement and that causes would cause or constitutes constitute a material inaccuracy or breach in any representation or warranty made by Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement, ; (iii) any material breach of any covenant or obligation of any of the Acquired Companies, ; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Articles 6, 7 and 8 impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, Company shall promptly advise Parent in writing of any Proceeding or material claim or Contract dispute threatened, commenced or asserted against or with respect to any of the Acquired Companies, except where such Proceeding or claim would not be reasonably likely to have a Company Material Adverse Effect. No notification given to Parent pursuant to this Section 4.2(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Company contained in this Agreement.

Operation of Company’s Business. (a) During Except as set forth on Section ‎5.3(a) of the Company Disclosure Letter, during the Pre-Closing Period, except as set forth in Section 4.2(a) each of the Company Disclosure Schedule or as contemplated by any other provision of this Agreementand its Subsidiaries shall: (i) Company shall ensure that each of the Acquired Companies conducts conduct its business and operations operations: (A) in the Ordinary Course ordinary course of Business, business and in accordance with past practices; and (B) in material compliance with all applicable Laws and the requirements of all Company Contracts that constitute Material Contracts, Agreements; (ii) Company shall use its Reasonable Efforts to ensure that each of the Acquired Companies preserves preserve intact its current business organization, keeps use reasonable efforts to keep available the services of its current key employees, officers and other employees and maintains maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and Company or its Subsidiaries; (iii) without the prior written consent of Parentcontinue to make regularly scheduled payments on its existing debt when due and payable (and not make any prepayments), which shall not be unreasonably withheldif any; (iv) continue to pay outstanding accounts payable and other current Liabilities (including payroll) when due and payable, and (v) promptly notify Parent of: (A) Company shall not, and shall cause each of the other Acquired Companies not to, take any affirmative action, or fail to take any reasonable action within its control, which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (C) Company shall promptly notify Parent of (1) any written notice or other communication in writing from any Person alleging that the Consent consent of such Person is or may be required in connection with any of the Contemplated Transactions transactions contemplated hereunder; and (2B) any Proceeding commenced Legal Action against, relating to, involving or otherwise affecting Company or any of its Subsidiaries that is commenced, or, to the best Knowledge of its Knowledge Company, threatened against, relating to Company or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (D) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 and (E) Company shall not grant any Company Options or restricted stock awards under the Company Stock Option Planits Subsidiaries. (b) During the Pre-Closing Period, Company shall promptly notify Parent in writing writing, by delivery of an updated Company Disclosure Letter, of: (i) the discovery by Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy or breach in any representation or warranty made by Company in this Agreement, ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement, Agreement and that causes would cause or constitutes constitute a material inaccuracy or breach in any representation or warranty made by Company in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement, ; (iii) any material breach of any covenant or obligation of any of the Acquired Companies, Company; and (iv) any event, condition, fact or circumstance that would could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Articles 6, 7 and 8 ‎Article VI or ‎Article VII impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effectmaterially less likely. Without limiting the generality of the foregoing, Company shall promptly advise Parent in writing of any Proceeding Legal Action or material material, written claim or Contract dispute threatenedthreatened in writing, commenced or asserted against or with respect to to, or otherwise affecting, Company or any of its Subsidiaries or, to the Acquired CompaniesKnowledge of Company, any director, officer or key employee of Company or any of its Subsidiaries. No notification given The disclosure of any event, condition, fact or circumstance that is required to Parent be disclosed pursuant to this Section 4.2(b) ‎5.3 shall limit not be deemed to supplement or otherwise affect amend the Company Disclosure Letter or any of the representations, warranties, covenants representations or obligations warranties of the Company contained for the purpose of: (i) determining the accuracy of any of the representations and warranties made by Company in this AgreementAgreement or in any certificate or other Transaction Document, or (ii) determining whether any condition to Closing set forth in ‎Article VI or ‎Article VII has been satisfied.

Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies Corporations conducts its business and operations (A) in the Ordinary Course of Business, ordinary course and in accordance with past practices and (B) in material compliance with all applicable Laws Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts, ; (ii) Company shall use its Reasonable Efforts all reasonable efforts to ensure that each of the Acquired Companies Corporations preserves intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and Corporations; (iii) Company shall keep in full force all insurance policies referred to in Section 2.19; (iv) Company shall provide all notices, assurances and support required by any Acquired Corporation Contract relating to any Acquired Corporation Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs which could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any escrow of any Acquired Corporation Source Code which has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; and (v) Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of Company's business. (b) During the Pre-Closing Period (or, in respect of subsection (ii), subsequent to September 19, 2000), Company shall not (without the prior written consent of Parent, which shall not be unreasonably withheld, (A) Company shall not), and shall cause each not permit any of the other Acquired Companies not Corporations to: (i) declare, take accrue, set aside or pay any affirmative actiondividend or make any other distribution in respect of any shares of capital stock, or fail to take repurchase, redeem or otherwise reacquire any reasonable action within its controlshares of capital stock or other securities; (ii) sell, which action issue, grant or failure to act is reasonably likely to result in authorize the issuance or grant of (A) any of the changes capital stock or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction)security, (B) any Option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that (1) Company shall keep in full force and effectmay issue Company Common Shares upon the valid exercise of Company Stock Options outstanding as of the date of this Agreement, and without modification (2) Company may, in the ordinary course of business and consistent with past practices, grant Options or amendmentotherwise issue or 41 grant rights to acquire Company Common Shares under its Stock Option Plan and Share Purchase Plan to purchase no more than an aggregate of total of 335,000 Company Common Shares to employees of Company); (iii) amend or waive any of its rights under, or any lapse of coverage accelerate the vesting under, any provision of any of Company's stock option plans, any provision of any agreement evidencing any outstanding stock Option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding Option, warrant or other security or any related Contract; (iv) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents, or effect or become a party to any merger, consolidation, amalgamation, share exchange, business combination, recapitalization, reclassification of shares, stock split, division or subdivision of shares, reverse stock split, consolidation of shares or similar transaction; (v) form any Subsidiary or acquire any equity interest or other interest in any other Entity; (vi) make any capital expenditure (except that the Acquired Corporations may make capital expenditures that, when added to all insurance policies other capital expenditures made on behalf of the Acquired Corporations during the Pre-Closing Period, do not exceed $100,000 in the aggregate); (vii) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Material Contract, or amend or terminate, or waive or exercise any material right or remedy under, any Material Contract, other than in the ordinary course of business consistent with past practices; (viii) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of by Company in the ordinary course of business and consistent with past practices), or waive or relinquish any material right; (ix) lend money to any Person, or incur or guarantee any indebtedness (except that Company may make routine borrowings in the ordinary course of business and consistent with past practices under its current line of credit with The Royal Bank of Canada); (x) establish, adopt or amend any employee benefit plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees (except that Company may make routine, reasonable salary increases in connection with Company's customary employee review process and may pay customary bonuses consistent with past practices payable in accordance with existing bonus plans referred to in Section 2.13 2.11(a) of the Company Disclosure Schedule); (xi) hire any employee at the level of Vice President or above, or with an annual base salary in excess of $150,000; (Cxii) Company shall promptly notify Parent change any of (1) any written notice its pricing policies, product return policies, product maintenance polices, service policies, product modification or upgrade policies, Personnel policies or other communication in writing from business policies, or any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions and (2) any Proceeding commenced or, to the best of its Knowledge threatened against, relating methods of accounting or accounting practices in any respect; (xiii) take or permit to be taken any action that could preclude Parent from accounting for the merger as a "pooling of interests" for accounting purposes; (xiv) make any Tax election; (xv) commence or involving settle any Legal Proceeding; (xvi) enter into any material transaction or otherwise affecting take any other material action outside the ordinary course of business or inconsistent with past practices; or (xvii) agree or commit to take any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (D) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature actions described in Financial Accounting Standards Board Release No. 133 and clauses "(E) Company shall not grant any Company Options or restricted stock awards under the Company Stock Option Plani)" through "(xvi)" of this Section 4.2(b). (bc) During the Pre-Closing Period, Company shall promptly notify Parent in writing of: (i) the discovery by Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy or breach in any representation or warranty made by Company in this Agreement, ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement, Agreement and that causes would cause or constitutes constitute a material inaccuracy or breach in any representation or warranty made by Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement, ; (iii) any material breach of any covenant or obligation of any of the Acquired Companies, Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Articles 6, Section 7 and 8 impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse EffectEffect on Company. Without limiting the generality of the foregoing, Company shall promptly advise Parent in writing of any Legal Proceeding or material claim or Contract dispute threatened, commenced or asserted against or with respect to any of the Acquired CompaniesCorporations. No notification given to Parent pursuant to this Section 4.2(b4.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Company contained in this Agreement.