Common use of Operations of the Company Clause in Contracts

Operations of the Company. Except as specifically set forth elsewhere herein or in the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through the date hereof, the Company has operated its businesses in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viii) committed to do any of the foregoing.

Operations of the Company. Except as specifically set forth elsewhere herein or in Since the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through Date, ------------------------- and without limiting the date hereofrepresentations and warranties contained in Section 4.10 above, the Company has operated its businesses in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any its Articles of its Fundamental Documents Association or merged with or into or consolidated with any other Personperson, subdivided or in any way reclassified any shares of its membership interests capital stock or other ownership interests changed or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests capital stock or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts Contracts or other agreements Other Agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, shares of its capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreementcapital stock; (iii) entered into or amended any employment (other than in the ordinary course of business) or consulting or other similar agreement; entered into any contract or other agreement with any labor union or association representing any employee; or adopted, entered into or amended any employee benefit plan or made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set asideaside or paid any dividends or declared, paid set aside or made any distributions of any kind to its membersshareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interestsshares of its capital stock; (v) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company; (vi) waived any right of value material to the Business (other than in the ordinary course of business); (vii) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (viviii) written up the value of any portion of its assets, properties or businesses; (ix) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its directors, employees, consultants or agents or any accrual for or contract or other agreement to make or pay the same, other than in the ordinary course of business and in amounts consistent with past practice; (x) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (viixi) taken made any action that required payment or commitment to pay severance or termination pay to any of its directors, employees, consultants, agents or other representatives; (xii) except in the written approval ordinary course of a VSH Manager Designee business: entered into any real property lease (as defined lessor or lessee); sold, abandoned or made any disposition of any of its assets, properties or businesses; granted or suffered any Lien on any of its assets, properties or businesses; entered into or amended any contract or other agreement of the type required to be disclosed pursuant to Section 4.14 hereof to which it is a party or by or to which it or its assets, properties or businesses are bound or subject or pursuant to which it agrees to indemnify any person or to refrain from competing with any person; (xiii) made any capital expenditures in excess of U.S. $10,000 in any one case or U.S. $25,000 in the Revised Operating Agreementaggregate; (xiv) under Section 2.8 incurred or assumed any debt, obligation or Liability, or issued any debt securities or assumed, guaranteed, endorsed or otherwise as an accommodation became responsible for, Liabilities of any other person or made any loans or advances, individually or in the aggregate material, outside the ordinary course of business; (xv) made any acquisition of all or any part of the Revised Operating Agreement assets, properties, capital stock or which business of any other person, except for purchases of inventory or Tangible Property in the ordinary course of business; (xvi) terminated, entered into, or amended in any material respect, any material contract or other agreement or terminated or entered into any other material transaction (for purposes of this clause (xviii) a contract or transaction will be material if it would have required be material pursuant to (S)4.14(iii) above); (xvii) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the written approval ordinary course of a representative business; (xviii) made any material modifications to any of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereofits material business policies; or (viiixix) committed agreed to do any of the foregoing.

Operations of the Company. Except as specifically set forth elsewhere herein on Schedule 3.24 or in the Schedules or Exhibits heretoon any other Schedule, since the Most Recent Balance Sheet Date through the date hereof, neither the Company has operated nor any of the Subsidiaries has: (i) declared or paid any dividends or declared or made any other distributions of any kind to its businesses shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (ii) except for short-term bank borrowings in the ordinary course of business and except for borrowings with respect to the Project Xxxxxxx Hills Ninja, incurred any indebtedness for borrowed money; (iii) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business. Without limiting , consistent with past practices and to pay year end employee bonuses which are set forth on Schedule 3.23; (iv) waived any material right under any contract or other agreement of the foregoingtype required to be set forth on any Schedule; (v) made any material change in its accounting methods or practices or made any material change in depreciation or amortization policies or rates adopted by it; (vi) materially changed any of its business policies, each including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies, except as specifically set forth in the Company's Confidential Information Memorandum (dated March 1995), a copy of which was previously delivered to Metromedia; (vii) made any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business for business travel and entertainment expenses), or made any other loan or advance otherwise than in the ordinary course of business; (viii) except for the acquisition or disposition of inventory, or equipment or other Properties in the ordinary course of business, sold, abandoned or made any other disposition of any of its Properties or made any acquisition of all or any part of the Properties, capital stock or business of any other person; (ix) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the business of the Company and each of the Subsidiaries taken as a whole; (xi) except with respect to certain transactions among the Company and its Subsidiaries has notas set forth on Schedule 3.24, except with the consent amended its Articles of the Buyer Incorporation or a representative of the Buyer who was then serving as a member of the Management Board of the Company: By-laws (ior comparable instruments) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its membership interests capital stock or other ownership interests changed or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests capital stock or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viiixii) committed except for the Company's "first look" deal with Paramount Pictures Corporation, the most recent copy of which and all material correspondence relating thereto has been provided to do Metromedia, engaged in any of the foregoingother material transaction.

Operations of the Company. Except as specifically set forth elsewhere herein or in the Schedules or Exhibits heretoDisclosure Statement, since the Most Recent Balance Sheet Date through the date hereofDecember 31, 1995, neither the Company has operated its businesses in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Companynor any Subsidiary has: (ia) amended any its articles of incorporation or bylaws (except for amendments to the Company's articles of incorporation increasing the number of its Fundamental Documents authorized shares of voting common stock and providing for a class of non-voting common stock and amendments to the Company's by-laws modifying the provisions regarding election of directors and participation in board meetings, copies of which amendments have been provided to the Purchaser) or merged with or into or consolidated with any other Personperson, subdivided or in any way reclassified any shares of its membership interests capital stock or other ownership interests changed or agreed to change in any manner the rights or privileges of its outstanding membership interests or other ownership interests capital stock or the character of its business; (iib) issuedexcept for the transactions contemplated by this Agreement, soldissued or sold or purchased, purchased or redeemedissued options or rights to subscribe to, or entered into any contracts or other agreements commitments to issue, sell, purchase issue or redeemsell or purchase, any membership interests shares of its capital stock or any of its bonds, notes, debentures or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments evidences of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreementindebtedness; (iiic) entered into or amended any agreement with any labor union or association representing any employee, made any change wage or salary increase or bonus, or increase in the actuarial methods any other direct or assumptions used in funding indirect compensation, for or to any defined benefit pension planof its officers, directors, employees, consultants, agents or other representatives, or made any change commitment or agreement to make or pay the same, other than in the assumptions or factors used in determining benefit equivalencies thereunderordinary course of business; (ivd) declaredincurred any indebtedness for borrowed money or incurred or assumed any other liability (other than liabilities to policyholders under policies of insurance and annuities issued by the Subsidiaries and pursuant to coinsurance and reinsurance treaties entered into in the ordinary course of business); (e) except for the transactions contemplated by this Agreement, set aside, declared or paid any dividends or declared or made any other distributions of any kind to its members, shareholders or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interestsshares of its capital stock; (vf) made any change in its accounting methodsmethods or practices, principles or practices including, without limitation, any change with respect to establishment of reserves, or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in law, generally accepted accounting principles, or statutory accounting practices; (vig) made any loan or advance to its shareholders or to any of its officers, directors, managers, officers or employees, consultants, members, agents or other representatives representatives; (h) entered into any lease (as lessor or lessee) under which the Company or any Subsidiary would be obligated to make or would receive payments in any one year of $100,000 or more; sold, abandoned or made any other disposition of any of its assets or properties other than travel advances made in the ordinary course of business in a manner consistent with past practice) business; granted or made suffered any other loan Lien on any of its assets or advanceproperties; (viii) taken made any action that required acquisition of all or a substantial part of the written approval assets, properties, securities or business of a VSH Manager Designee any other person; (as defined j) paid, directly or indirectly, any of its material liabilities before the same became due in accordance with its terms or other than in the Revised Operating Agreementordinary course of business; (k) under Section 2.8 of the Revised Operating Agreement terminated or which would have required the failed to renew, or received any written approval of a representative of the Buyer who threat to terminate or fail to renew, or amended any contract or other agreement that is or was serving as a member of the Management Board of material to the Company under Section 2.8 of or the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereofSubsidiary; or (viii1) committed to do entered into any other contract or other agreement or other transaction that materially increases the liability of the foregoingCompany or the Subsidiary.

Operations of the Company. Except as specifically set forth elsewhere herein or in (a) From the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date date hereof through the date hereofClosing Date, the Company has operated and its subsidiaries shall conduct their respective businesses in the ordinary course of business. Without limiting the foregoingcourse, each of the in a manner consistent with past practice, shall maintain in all material respects their business organizations and assets, shall not take any action reasonably likely to have a Company Material Adverse Effect, and each of its Subsidiaries has shall not, except with without the prior written consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the CompanyPurchaser: (i) amended any amend its Certificate of its Fundamental Documents Incorporation or merged By-Laws or merge with or into or consolidated consolidate with any other Personperson, subdivided subdivide or in any way reclassified reclassify any shares of its membership interests capital stock or other ownership interests change or agreed agree to change in any manner the rights of its outstanding membership interests or other ownership interests capital stock or the character of its business; (ii) issuedissue, soldsell, purchased purchase or redeemedredeem, or entered enter into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, shares of its capital stock or any options, warrants, convertible or exchangeable securities, subscriptions, rights rights, (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or capital stock, other ownership interests including, without limitation, any such purchase under Section 7.5 than upon the exercise of each of options outstanding on the Operating Agreement and the Revised Operating Agreementdate hereof granted pursuant to existing employee incentive stock option plans; (iii) made enter into or amend any employment agreement other than in the ordinary course of business; enter into any contract or other agreement with any labor union or association representing any employee; or adopt, enter into or amend any Compensation and Benefit Plan, Pension Plan or similar plan or arrangement, or make any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made make any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declareddeclare, set asideaside or pay any dividends or declare, paid set aside or made make any distributions of any kind to its membersshareholders, or made make any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interestsshares of its capital stock; (v) made adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company or any of its subsidiaries; (vi) make any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vivii) made make any loan wage or advance salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, managers, employees, consultants, members, consultants or agents or any accrual for or contract or other representatives (agreement to make or pay the same, except to persons other than travel advances its officers, directors or shareholders made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viii) committed make any loan to any of its officers or directors, consultants, agents or other representatives; (ix) make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives except in accordance with existing contractual obligations; (x) except in the ordinary course of business: sell, abandon or make any other disposition of any of its assets, properties or businesses, individually or in the aggregate, material to the business of the Company and its subsidiaries (taken as a whole), other than sales of inventory in the ordinary course of business; or grant or suffer any lien on any of its assets, properties or businesses other than in the ordinary course of business or other than those in favor of the Purchaser or its affiliates; (xi) make any capital expenditures in excess of $500,000 in any one (1) case or $5,000,000 in the aggregate; (xii) except with respect to he endorsement of negotiable instruments in the ordinary course of business incur or assume any debt, obligation or liability, or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation because responsible for, liabilities of any other person; (xiii) except for tangible property acquired in the ordinary course of business in a manner consistent with past practice, make any acquisition of all or any part of the assets, properties, capital stock or business of any other person; (xiv) agree to do any of the foregoing. (b) The Company shall give prompt notice to the Purchaser of any fact, event or circumstance known to it that (i) is reasonably likely, individually or together with other such matters, to result in any Company Material Adverse Effect, or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements hereunder.

Operations of the Company. Except as specifically set forth elsewhere herein (a) For the duration of the Stock Holding Period, Stockholder A shall have the right to designate one person (an “Advisory Director”) who shall receive notice of, and be permitted to attend, all meetings of the Board of Directors of the Company, and any committees of said Board of Directors and enter into all discussions undertaken at such meetings. In addition, the Advisory Director shall have the right to call meetings of the Board of Directors, add agenda items to any such meeting of the Board of Directors and shall receive copies of any proposed Board of Director statements of consent simultaneously with the members of the Board of Directors. The Advisory Director shall have all of the rights of a member of the Board of Directors except that he or she shall not have a vote on any matter before the Board and shall not have any fiduciary duty to the Company or the Stockholders. The indemnification provisions contained in the Schedules Company’s Certificate of Incorporation and Bylaws and the protection afforded by any insurance provided for the benefit of members of the Board of Directors shall apply to the Advisory Director to the same extent as applicable to the members of the Board of Directors. (b) The Company will not take, and the Other Company Stockholders who hold or Exhibits heretootherwise have voting rights with respect to Class A Common Stock shall not vote such shares of Class A Common Stock in favor or any of the following actions without first receiving the written approval of Stockholder A and such other authority as required by this Agreement, since the Most Recent Balance Sheet Date through Put and Call Agreement, the Certificate of Incorporation or Bylaws of the Company or any applicable law: (i) Issuing, repurchasing, canceling or redeeming any security, including any Indebtedness (other than the Bank Agreement or any other bank agreements which in the aggregate do not exceed $500,000 and which do not contain covenants or other restrictions on Stockholder A exercising its “put” rights under the Put and Call Agreement which are more restrictive than those contained in the Bank Agreement), any Indebtedness convertible into equity, or any other form of equity in the Company other than options or other equity interests issued under a plan approved pursuant to subsection (ii) below or as permitted in Section 7. (ii) Adoption of any plan pursuant to which equity interests in the Company in an aggregate amount equal to more than 10% of the Common Stock outstanding on the date hereofhereof may be granted to directors, officers or employees of the Company. (iii) Any amendment to the Company’s Certificate of Incorporation or Bylaws which would alter or affect the capital structure or permitted capital structure of the Company has operated its businesses or could otherwise adversely affect the rights of Stockholder A or the underlying value of the Shares. (iv) Executing or delivering any assignment for the benefit of creditors of the Company or the filing of any voluntary petition in bankruptcy or receivership with respect to the Company or taking actions to dissolve the Company. (v) Selling or otherwise disposing of any tangible or intangible assets, except in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has nothaving a value, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided individually or in the aggregate for any way reclassified any series of its membership interests related transactions, in excess of $500,000 (provided that the sale of real estate or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made equipment shall be considered in the ordinary course of business and further provided that such sale is not to an Other Company Stockholder or an Affiliate and the net proceeds for such sale are used to purchase additional or replacement real estate or equipment to be utilized exclusively by the Company or reduce indebtedness incurred to purchase such additional or replacement real estate or equipment). (vi) Any transaction with the Other Company Stockholders or any of their Affiliates having a value during any fiscal year which individually or in a manner consistent the aggregate exceeds $50,000 except for compensation or other payments reasonably related to the performance of the Company and said employee’s performance and, in any event, reasonably based upon employee compensation for similarly situated companies in industries reasonably related to the Business provided that this subsection (vi) shall not apply to transactions with past practice) or made any other loan or advance;MXL Realty and/or MXL Leasing. (vii) taken The purchase, lease or other acquisition of any action tangible or intangible asset that required will not be used exclusively by the written approval Company. (c) For the duration of a VSH Manager Designee (as defined the Stock Holding Period and for two years thereafter, none of Stockholder A nor any of the Other Company Stockholders will engage, directly or indirectly, in the Revised Operating Agreement) under Section 2.8 manufacture, sale or distribution of optical plastics molding or precision coating products which are competitive with the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board products of the Company under Section 2.8 in any geographic area where the Business operates. (d) All transactions between the Company and any one or both of the Revised Operating Agreement if other Buying Entities shall be at arms-length and, in the Revised Operating Agreement had been in effect since the date hereof; or (viii) committed to do any reasonable view of the foregoingpresident of the Company, upon terms and conditions no less favorable to the Company than could be obtained from an unaffiliated third party.

Operations of the Company. Except as specifically set forth elsewhere herein on Schedule 3.24 ------------------------- or in the Schedules or Exhibits heretoon any other Schedule, since the Most Recent Balance Sheet Date through the date hereof, neither the Company has operated nor any of the Subsidiaries has: (i) declared or paid any dividends or declared or made any other distributions of any kind to its businesses shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (ii) except for short-term bank borrowings in the ordinary course of business and except for borrowings with respect to the Project Xxxxxxx Hills Ninja, incurred any indebtedness for borrowed money; (iii) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business. Without limiting , consistent with past practices and to pay year end employee bonuses which are set forth on Schedule 3.23; (iv) waived any material right under any contract or other agreement of the foregoingtype required to be set forth on any Schedule; (v) made any material change in its accounting methods or practices or made any material change in depreciation or amortization policies or rates adopted by it; (vi) materially changed any of its business policies, each including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies, except as specifically set forth in the Company's Confidential Information Memorandum (dated March 1995), a copy of which was previously delivered to Metromedia; (vii) made any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business for business travel and entertainment expenses), or made any other loan or advance otherwise than in the ordinary course of business; (viii) except for the acquisition or disposition of inventory, or equipment or other Properties in the ordinary course of business, sold, abandoned or made any other disposition of any of its Properties or made any acquisition of all or any part of the Properties, capital stock or business of any other person; (ix) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the business of the Company and each of the Subsidiaries taken as a whole; (xi) except with respect to certain transactions among the Company and its Subsidiaries has notas set forth on Schedule 3.24, except with the consent amended its Articles of the Buyer Incorporation or a representative of the Buyer who was then serving as a member of the Management Board of the Company: By-laws (ior comparable instruments) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its membership interests capital stock or other ownership interests changed or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests capital stock or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viiixii) committed except for the Company's "first look" deal with Paramount Pictures Corporation, the most recent copy of which and all material correspondence relating thereto has been provided to do Metromedia, engaged in any of the foregoingother material transaction.

Operations of the Company. Except as specifically set forth elsewhere herein contemplated by this Agreement or as described in Section 5.1 of the Schedules or Exhibits heretoCompany Disclosure Schedule, since during the Most Recent Balance Sheet Date through period from the date hereofhereof to the Closing, the Company has operated shall, and shall cause each of its businesses subsidiaries to, conduct its operations in the ordinary course of businessbusiness consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, use its commercially reasonable efforts to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it, with the intention that its goodwill and ongoing businesses shall be unimpaired at the Closing. Without limiting the generality of the foregoing, each except as otherwise expressly provided in this Agreement, and except as described in Section 5.1 of the Company Disclosure Schedule, between the date hereof and each the Closing, neither the Company nor any of its Subsidiaries has notsubsidiaries shall, except with without the prior written consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the CompanyMajority Holders: (ia) amended any Amend its Articles of its Fundamental Documents Incorporation or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests Bylaws (or other ownership interests or agreed similar governing instruments), except to change adopt and file the Certificate of Designation in any manner order to designate and authorize the rights issuance of its outstanding membership interests or other ownership interests or the character 4,779,460 shares of its businessSeries A Preferred Stock to be issued hereunder; (iib) issuedAuthorize for issuance or grant, soldissue, purchased sell, grant, deliver or redeemed, agree or entered into any contracts or other agreements commit to issue, sell, purchase grant or redeem, any membership interests deliver (whether through the issuance or other ownership interests, or any granting of options, warrants, convertible or exchangeable securitiescommitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other debt or equity securities or equity equivalents (including preemptive any stock options or stock appreciation rights) except for the issuance and sale of Company Shares upon (i) the exercise of Company Stock Options and other convertible securities of the Company granted, issued and outstanding prior to the date hereof, or (ii) the sale of shares of Company Stock to employees of the Company issued under the Company Equity Incentive Plan prior to the date hereof; provided that for purposes of this Section 6.1(b), Company Stock Options and other convertible securities of the Company shall not be deemed granted, issued and outstanding prior to the date hereof, and shares of Company Stock shall not be deemed issued to employees under the Company Equity Incentive Plan prior to the date hereof under such options, convertible securities and Company Stock, unless the same are disclosed in Section 2.2, above, or in Section 2.2 of the Company Disclosure Schedule; (c) Split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of its subsidiaries; (d) Adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries (other than the transactions contemplated hereunder and the Common Stock Offering); (e) Alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure or ownership of any subsidiary; (f) Either (i) incur or assume any long-term or short-term Indebtedness or issue any debt securities, in each case, except for borrowings under existing lines of credit in the ordinary course of business and consistent with past practices, or modify or agree to any amendment of the terms of any of the foregoing; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except for obligations of subsidiaries of the Company incurred in the ordinary course of business and consistent with past practices; (iii) make any loans, advances or capital contributions to or investments in any other person (other than customary loans or advances to employees in each case in the ordinary course of business consistent with past practice not to exceed Fifty Thousand Dollars ($50,000) in the aggregate and to the extent permitted by applicable law); (iv) pledge or otherwise encumber shares of capital stock of the Company or any of its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon; (g) Except as may be required by applicable law or as contemplated by this Agreement, enter into, adopt or amend or terminate any bonus, profit sharing, special remuneration, compensation, severance, termination, stock option, stock appreciation rightsright, calls restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, health, life, or commitments disability insurance, dependent care, severance or other employee benefit plan agreement, trust, fund or other arrangement for the benefit or welfare of any character whatsoever relating to its membership interests director, officer, employee or other ownership interests includingconsultant in any manner or increase in any manner the compensation or fringe benefits of any director, without limitation, officer or employee or pay any such purchase under Section 7.5 of each benefit not required by any plan and arrangement as in effect as of the Operating Agreement and date hereof (including the Revised Operating Agreementgranting of stock appreciation rights or performance units); (iiih) made Grant any change in the actuarial methods severance or assumptions used in funding termination pay to any defined benefit pension plandirector, officer, employee or made any change in the assumptions or factors used in determining benefit equivalencies thereunderconsultant; (ivi) declaredExcept as expressly contemplated by this Agreement, set asideenter into or amend any employment agreements, paid oral or made written, increase the compensation payable or to become payable by the Company or any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance subsidiaries to any of its officers, stockholders, directors, managers, employees, employees or consultants, membersor adopt or amend any employee benefit plan or arrangement, agents oral or written (including any amendment to the Company Equity Incentive Plan or the agreements thereunder), or increase the salaries or wage rates of its officers, stockholders, directors, employees or consultants, in amounts not greater than and not with greater frequency than under prior Company practices; (j) Terminate the employment of any employee, manager or officer or grant any severance or termination pay to any member, manager, officer or any other employee, except such terminations or payments in amounts not greater than under prior Company practices or made pursuant to written agreements or other representatives legally binding commitments disclosed to the Investors in writing and in effect on the date hereof; (k) Exercise its discretion or otherwise voluntarily accelerate the vesting of any Company Stock Option as a result of the transactions contemplated hereunder or the Common Stock Offering, any other change of control of the Company (as defined in the Company Equity Incentive Plan) or otherwise; (l) Other than travel advances made in the ordinary course of business in a manner and consistent with past practicepractices, (i) acquire, sell, lease, license, transfer or made otherwise dispose of any assets in any single transaction or series of related transactions having a fair market value in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (ii) enter into any exclusive license, distribution, marketing, sales or other loan agreement; (iii) enter into a "development services" or advanceother similar agreement; or (iv) acquire, sell, lease, license, transfer or otherwise dispose of any Company Intellectual Property; (m) Except as may be required as a result of a change in applicable law or in generally accepted accounting principles, change any material accounting principle, practice or method used by it; (n) Revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business and consistent with past practices; (o) Either (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or entity or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice that would be material to the Company and its subsidiaries, taken as a whole; (iii) amend, modify or waive any material right under any Scheduled Contract or any other material contract of the Company or any of its subsidiaries; (iv) breach or otherwise violate the material terms of any Scheduled Contracts; (v) materially modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date hereof in any material manner that is adverse to the Company or any of its subsidiaries; (vi) authorize any new or additional capital expenditure or expenditures if any such expenditure or expenditures or (vii) authorize any new or additional manufacturing capacity expenditure or expenditures for any manufacturing capacity contracts or arrangements; (p) Make or revoke any Tax election or settle or compromise any income Tax liability, other than any such election or revocation that would not have a Material Adverse Effect on the Company; (q) Allow any insurance policy relating to the Company's or any of its subsidiaries' assets, properties or business to be amended or terminated without replacing such policy with a policy providing at least equal coverage, insuring comparable risks and issued by an insurance company financially comparable to the prior insurance company; (r) Fail to file any Tax Returns when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate in all material respects other than any such failure that would not have a Material Adverse Effect on the Company; (s) Fail to pay any material Taxes or other material debts when due; (t) Except for those claims to be settled as set forth on Exhibit M hereto, commence any litigation or any binding dispute resolution process (other than in respect of any breach of or claim arising under this Agreement), or settle or compromise any pending or threatened suit, action, claim or other dispute that (i) relates to the transactions contemplated hereby, or (ii) the settlement or compromise of which would involve more than Twenty-five Thousand Dollars ($25,000) or that would otherwise be material to the Company and its subsidiaries, taken as a whole, or relates to any Company Intellectual Property matters; (u) Take any action or fail to take any action that required could reasonably be expected to (i) limit the written approval utilization of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 any of the Revised Operating Agreement net operating losses, built-in losses, Tax credits or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board other similar items of the Company or its subsidiaries under Sections 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder, or (ii) cause any transaction in which the Company or any of its subsidiaries was a party that was intended to be treated as a reorganization under Section 2.8 368(a) of the Revised Operating Agreement if Code to fail to qualify as a reorganization under Section 368(a) of the Revised Operating Agreement had been Code; (v) Except as set forth in effect since Section 5.1(v) of the date hereofCompany Disclosure Schedule, enter into any licensing, distribution, sponsorship, advertising or other similar contracts, agreements, or obligations which may not be canceled without penalty by the Company or its subsidiaries upon notice of 30 days or less or which provide for payments by or to the Company or its subsidiaries in an amount in excess of Fifty Thousand Dollars ($50,000) over the term of the agreement; (w) Engage in any willful action with the intent to directly or indirectly adversely impact any of the transactions contemplated by this Agreement, other than pursuant to rights expressly conferred upon the Company under this Agreement; or (viiix) committed Take or agree in writing or otherwise to do take any of the foregoingactions described in Sections 5.1(a) through 5.2(w) that it is prohibited from taking (and it shall use all commercially reasonable efforts not to take any action that would make any of the representations or warranties of the Company contained in this Agreement (including the Exhibits hereto) untrue or incorrect).

Operations of the Company. Except as specifically set forth elsewhere herein or in During the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through period from the date hereofof this Agreement until the Effective Time, the Company has operated shall, and shall cause each of its businesses Subsidiaries to, in all material respects, except as contemplated by this Agreement, carry on its business in the usual and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organizations, keep available the services of businessits current officers and key employees and preserve its present relationships with customers, suppliers and others having significant business dealings with it. Without limiting the generality of the foregoing, each and except as otherwise contemplated by this Agreement or as set forth in Section 6.1 of the Company Disclosure Schedule, during such period, the Company shall not, and each of the Company shall cause its Subsidiaries has notnot to, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld) pursuant to the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Companyprocedure set forth in Section 6.1(b) below: (i) amended (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its Fundamental Documents capital stock, or merged with otherwise make any payments to its stockholders in their capacity as such, (y) split, combine or into or consolidated with any other Person, subdivided or in any way reclassified reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, other than the issuance of membership interests units of Flexcrete Building Systems, L.C. as currently proposed, or (z) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its businesssecurities; (ii) issuedexcept as required under existing employee benefit plans, soldagreements, purchased policies, awards or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights arrangements in effect on the date of this Agreement (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, options to purchase Common Shares), issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such purchase under Section 7.5 shares, voting securities, equity equivalent or convertible securities or any equity-related rights, other than the issuance of each membership units of the Operating Agreement and the Revised Operating AgreementFlexcrete Building Systems, L.C. as currently proposed; (iii) made any change in the actuarial methods amend its certificate of incorporation or assumptions used in funding any defined benefit pension plan, bylaws or made any change in the assumptions or factors used in determining benefit equivalencies thereunderother similar organizational documents; (iv) declared, set aside, paid acquire or made any distributions of any kind agree to its membersacquire by merging or consolidating with, or made by purchasing a substantial portion of the assets of or equity in, or by any direct other manner, any business or indirect redemptionany corporation, retirementpartnership, purchase limited liability company, association or other acquisition of any membership interests business organization or other ownership interestsdivision thereof; (v) made any change in its accounting methodssell, principles lease, license, encumber or practices otherwise dispose of, or made any change in depreciation agree to sell, lease, encumber or amortization policies or rates adopted by itotherwise dispose of, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officersassets, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made transactions that are in the ordinary course of business consistent with past practice or pursuant to licenses entered into in a manner the ordinary course of business consistent with past practice, and, in any event, except as permitted by clause (xv) below, which involve assets which in the aggregate are not in excess of $500,000 and except for the transfer of Company assets to Flexcrete Building Systems, L.C. as currently proposed; Merger Agmt - 42 - (vi) other than borrowings under the Credit Facility or made the capitalization of interest under the Mezzanine Financing Facility, incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or its Subsidiaries, guarantee any debt securities of others, enter into any "keep-well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or make any loans, advances or capital contributions to, or other investments in, any other loan person, other than to or advancein the Company or its Subsidiaries; (vii) taken alter (through merger, liquidation, reorganization, restructuring or in any action that required other fashion) the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement corporate structure or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board ownership of the Company under Section 2.8 or its Subsidiaries, other than the corporate structure and ownership of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; orFlexcrete Building Systems, L.C. as currently proposed; (viii) committed increase the compensation payable or to become payable to its directors, officers or employees, except for increases required under employment agreements existing on the date hereof, or with respect to non-executive officer and non-director employees, in the ordinary course of business consistent with past practice and permitted under employment agreements, existing on the date hereof, or grant any severance or termination pay to, or enter into any employment or severance agreement, or establish, adopt, enter into, or amend or take action to enhance or accelerate any rights or benefits under, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except, in each case, as may be required by the terms of any such plan, agreement, trust, fund, policy or arrangement or to comply with applicable law or regulation; (ix) knowingly violate or fail to perform any material obligation or duty imposed upon it by any applicable federal, state or local law, rule, regulation, guideline or ordinance; (x) make or change any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any material closing agreement, settle any material Tax claim, assessment, or proposed assessment, surrender any right to claim a material Tax refund, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of materially increasing any post-closing Tax liability of Parent or any Person related to Parent; (xi) except as may be required by reason of a concurrent change in GAAP, make any change in its method of accounting or accounting practice; (xii) make or agree to make any new capital expenditure not previously committed, other than as set forth on Section 6.1 of the Company Disclosure Schedule or new capital expenditures not in excess of $500,000 in the aggregate; (xiii) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, (A) in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Financial Statements or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, (B) of liabilities required to be paid, discharged or satisfied pursuant to the terms of any contract in existence on the date hereof or (C) amounts not exceeding $100,000 per liability and in no event exceeding $1,000,000 in the aggregate; (xiv) other than in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any material contract or agreement, including any Material Contract, to which the Company or any of its Subsidiaries is a party or waive, release or assign any material rights or claims; (xv) (a) enter into any license or other agreement with respect to Company IP owned by the Company or its Subsidiaries, or (b) enter into any consulting arrangement; provided that clauses (a) and (b) shall not include, nor prevent the Company or any of its Subsidiaries from entering into, any license, agreement or consulting arrangement that is granted in the ordinary course of business consistent with past practice; (xvi) directly or indirectly, engage in any transaction (except pursuant to an existing Material Contract or with respect to reimbursement of reasonable expenses incurred by employees in connection with performing services to or for the Company) with, or enter into any agreement with, any director, officer or affiliate of the Company or any individual known to the Company to be a family member of any such person except for transactions solely between the Company or wholly-owned Subsidiary of the Company and one or more wholly-owned Subsidiaries of the Company; (xvii) knowingly take any action that would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; (xviii) authorize or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (xix) take, or commit or agree to take any action that would cause the Company or Public Sub not to perform their respective covenants hereunder or that would reasonably be expected to result in any of the Company's or its Subsidiaries' representations and warranties becoming untrue in any material respect or in any of the conditions set forth in Article VII hereof not being satisfied.

Operations of the Company. Except as specifically set forth elsewhere herein or in During the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through period from the date hereofof this Agreement until the Effective Time, the Company has operated shall, and shall cause each of its businesses Subsidiaries to, in all material respects, except as contemplated by this Agreement, carry on its business in the usual and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organizations, keep available the services of businessits current officers and key employees and preserve its present relationships with customers, suppliers and others having significant business dealings with it. Without limiting the generality of the foregoing, each and except as otherwise contemplated by this Agreement or as set forth in Section 6.1 of the Company Disclosure Schedule, during such period, the Company shall not, and each of the Company shall cause its Subsidiaries has notnot to, except with without the prior written consent of Parent (which consent shall not be unreasonably withheld) pursuant to the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Companyprocedure set forth in Section 6.1(b) below: (i) amended (x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its Fundamental Documents capital stock, or merged with otherwise make any payments to its stockholders in their capacity as such, (y) split, combine or into or consolidated with any other Person, subdivided or in any way reclassified reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, other than the issuance of membership interests units of Flexcrete Building Systems, L.C. as currently proposed, or (z) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its businesssecurities; (ii) issuedexcept as required under existing employee benefit plans, soldagreements, purchased policies, awards or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights arrangements in effect on the date of this Agreement (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, options to purchase Common Shares), issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such purchase under Section 7.5 shares, voting securities, equity equivalent or convertible securities or any equity-related rights, other than the issuance of each membership units of the Operating Agreement and the Revised Operating AgreementFlexcrete Building Systems, L.C. as currently proposed; (iii) made any change in the actuarial methods amend its certificate of incorporation or assumptions used in funding any defined benefit pension plan, bylaws or made any change in the assumptions or factors used in determining benefit equivalencies thereunderother similar organizational documents; (iv) declared, set aside, paid acquire or made any distributions of any kind agree to its membersacquire by merging or consolidating with, or made by purchasing a substantial portion of the assets of or equity in, or by any direct other manner, any business or indirect redemptionany corporation, retirementpartnership, purchase limited liability company, association or other acquisition of any membership interests business organization or other ownership interestsdivision thereof; (v) made any change in its accounting methodssell, principles lease, license, encumber or practices otherwise dispose of, or made any change in depreciation agree to sell, lease, encumber or amortization policies or rates adopted by itotherwise dispose of, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officersassets, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made transactions that are in the ordinary course of business consistent with past practice or pursuant to licenses entered into in a manner the ordinary course of business consistent with past practice, and, in any event, except as permitted by clause (xv) below, which involve assets which in the aggregate are not in excess of $500,000 and except for the transfer of Company assets to Flexcrete Building Systems, L.C. as currently proposed; (vi) other than borrowings under the Credit Facility or made the capitalization of interest under the Mezzanine Financing Facility, incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or its Subsidiaries, guarantee any debt securities of others, enter into any "keep-well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or make any loans, advances or capital contributions to, or other investments in, any other loan person, other than to or advancein the Company or its Subsidiaries; (vii) taken alter (through merger, liquidation, reorganization, restructuring or in any action that required other fashion) the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement corporate structure or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board ownership of the Company under Section 2.8 or its Subsidiaries, other than the corporate structure and ownership of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; orFlexcrete Building Systems, L.C. as currently proposed; (viii) committed increase the compensation payable or to become payable to its directors, officers or employees, except for increases required under employment agreements existing on the date hereof, or with respect to non-executive officer and non-director employees, in the ordinary course of business consistent with past practice and permitted under employment agreements, existing on the date hereof, or grant any severance or termination pay to, or enter into any employment or severance agreement, or establish, adopt, enter into, or amend or take action to enhance or accelerate any rights or benefits under, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except, in each case, as may be required by the terms of any such plan, agreement, trust, fund, policy or arrangement or to comply with applicable law or regulation; (ix) knowingly violate or fail to perform any material obligation or duty imposed upon it by any applicable federal, state or local law, rule, regulation, guideline or ordinance; (x) make or change any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any material closing agreement, settle any material Tax claim, assessment, or proposed assessment, surrender any right to claim a material Tax refund, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of materially increasing any post-closing Tax liability of Parent or any Person related to Parent; (xi) except as may be required by reason of a concurrent change in GAAP, make any change in its method of accounting or accounting practice; (xii) make or agree to make any new capital expenditure not previously committed, other than as set forth on Section 6.1 of the Company Disclosure Schedule or new capital expenditures not in excess of $500,000 in the aggregate; (xiii) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, (A) in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Financial Statements or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, (B) of liabilities required to be paid, discharged or satisfied pursuant to the terms of any contract in existence on the date hereof or (C) amounts not exceeding $100,000 per liability and in no event exceeding $1,000,000 in the aggregate; (xiv) other than in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any material contract or agreement, including any Material Contract, to which the Company or any of its Subsidiaries is a party or waive, release or assign any material rights or claims; (xv) (a) enter into any license or other agreement with respect to Company IP owned by the Company or its Subsidiaries, or (b) enter into any consulting arrangement; provided that clauses (a) and (b) shall not include, nor prevent the Company or any of its Subsidiaries from entering into, any license, agreement or consulting arrangement that is granted in the ordinary course of business consistent with past practice; (xvi) directly or indirectly, engage in any transaction (except pursuant to an existing Material Contract or with respect to reimbursement of reasonable expenses incurred by employees in connection with performing services to or for the Company) with, or enter into any agreement with, any director, officer or affiliate of the Company or any individual known to the Company to be a family member of any such person except for transactions solely between the Company or wholly-owned Subsidiary of the Company and one or more wholly-owned Subsidiaries of the Company; (xvii) knowingly take any action that would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; (xviii) authorize or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (xix) take, or commit or agree to take any action that would cause the Company or Public Sub not to perform their respective covenants hereunder or that would reasonably be expected to result in any of the Company's or its Subsidiaries' representations and warranties becoming untrue in any material respect or in any of the conditions set forth in Article VII hereof not being satisfied.

Operations of the Company. Except as specifically set forth elsewhere herein on ------------------------- Schedule 3.21 or in the Schedules or Exhibits heretoas otherwise contemplated under this Agreement, since the Most Recent Balance Sheet Date through the date hereofDecember ------------- 31, 1998 the Company has operated its businesses in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any of its Fundamental Documents Charter or By-laws or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its membership interests capital stock or other ownership interests changed or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests capital stock or the character of its business; (ii) issuedexcept pursuant to this Agreement, soldissued or sold or purchased, purchased or redeemedissued options or rights to subscribe to, or entered into any contracts or other agreements commitments to issue, sell, purchase issue or redeemsell or purchase, any membership interests shares of its capital stock or any of its bonds, notes, debentures or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments evidences of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreementindebtedness; (iii) made incurred any change indebtedness for borrowed money in the actuarial methods or assumptions used excess of $100,000 in funding any defined benefit pension planeach case, or made incurred or assumed any change Liability in excess of $100,000 outside of the assumptions or factors used in determining benefit equivalencies thereunderordinary course of its business; (iv) declaredexcept as otherwise provided for in this Agreement, set asideand except for the dividend of up to $15,000,000 made by the Company to Seller, declared or paid any dividends or declared or made any other distributions of any kind to its members, shareholders or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interestsshares of its capital stock; (v) made any loan or advance in excess of $100,000 (singly or in the aggregate) to its shareholders or to any of its directors, officers, consultants, agents or other representatives, or made any other loan or advance, other than in the ordinary course of business; (vi) made any acquisition of all or substantially all of the assets, properties, securities or business of any other Person, or sold or transferred any of its assets (other than the sale of investment securities contained in its investment portfolio) or cancelled any debts or claims, except in each case in the ordinary course of business; (vii) made any single capital expenditure or commitments therefor aggregating in excess of $100,000, other than investment transactions in the ordinary course of business; (viii) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with its terms other than in the ordinary course of business; (ix) entered into or amended any agreement with an Affiliate, accelerated any payments to an Affiliate under any agreements or made any payments to an Affiliate; (x) except as disclosed on Schedule 3.20, entered into or ------------- amended any agreement with any labor union or association representing any employee, or, other than in the ordinary course of business with respect to employees who are not officers or directors, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives, or commitment or agreement to make or pay the same; (xi) made any change in its accounting methodsmethods or practices, principles or practices including without limitation any change with respect to establishment of reserves, or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted law or statutory accounting principlespractices; (vixii) made entered into any loan lease (as lessor or advance lessee) under which the Company would be obligated to make or would receive payments in any one year of $100,000 or more; or granted or suffered any Lien on any of its officers, directors, managers, employees, consultants, members, agents assets or other representatives properties (other than travel advances made Liens excepted in Section 3.17); (xiii) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement the termination or nonrenewal of which is or was material to the Company or its business; or (xiv) entered into any other contract or other agreement or other transaction outside of the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required materially increases the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 liabilities of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viii) committed to do any of the foregoingCompany.

Operations of the Company. Except as specifically set forth elsewhere herein or in In the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through the date hereofMerger Agreement, the Company has operated agreed that, except as contemplated by the Merger Agreement or previously disclosed to Parent, prior to the Effective Time, (i) the business of the Company and its businesses subsidiaries will be conducted only in the ordinary and usual course of business consistent with past practice, and (ii) the Company will not, nor will it permit any of its subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld): (a) issue, sell or repurchase, or authorize or propose the issuance, sale or repurchase of any shares of capital stock of the Company and its subsidiaries, or securities convertible into such shares, or any rights, warrants or options to acquire such shares or other convertible securities, other than the issuance of Shares pursuant to the redemption of preferred share purchase rights ("Rights") issued pursuant to the Rights Agreement, dated as of May 6, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, if otherwise permitted or required by the Merger Agreement, or the exercise of Stock Options, CVCA Warrants, SEV Warrants or the APS Note as outstanding on the date of the Merger Agreement, (b) declare or pay any dividend or distribution on any shares of its capital stock (other than dividends paid by wholly owned subsidiaries of the Company to the Company or a redemption of the Rights if otherwise permitted or required by the Merger Agreement); (c) except for such transactions in the ordinary course of business or fees and expenses related to the transactions contemplated by the Merger Agreement, authorize or enter into any agreement with respect to any commitment or transaction which requires the Company to pay in excess of $300,000 in the aggregate; (d) except as specified in the Merger Agreement and except in the ordinary course of business consistent with past practice and except as previously disclosed to Parent or as may be required by law, adopt or amend in any material respect or terminate any profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement (collectively, "Compensation Plans"), or grant, or become obligated to grant, any general increase in the compensation of executive officers or any increase in the compensation payable or to become payable to any executive officer or institute any material new welfare program or Compensation Plan, or make any material change in any Compensation Plan; (e) except as required by the consummation of the Merger, pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance; (vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 of the Revised Operating Agreement or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board of the Company under Section 2.8 of the Revised Operating Agreement if the Revised Operating Agreement had been in effect since the date hereof; or (viii) committed to do any of the foregoing.

Operations of the Company. Except The Company covenants and agrees that, until the earlier of the Closing and the time that this Agreement is validly terminated in accordance with its terms, except (w) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), provided that Parent shall be deemed to have consented in writing if it provides no response within three Business Days after a written request by the Company for such consent, (x) as specifically is set forth elsewhere herein on Section 6.1(b) of the Company Disclosure Letter, (y) as is expressly permitted, required or contemplated by this Agreement (including the Pre-Closing Restructuring) or (z) as is required by applicable Law or Order (provided that the Company shall provide Parent with prior written notice of any such requirement in the case of any action taken pursuant to Section 6.1(b)(xxiv)): (a) the Company will, and will cause each of its Subsidiaries to (i) conduct business only in the ordinary course of business and (ii) use all commercially reasonable efforts to (A) preserve intact its and its Subsidiaries’ current business organization and properties, (B) keep available the services of its and its Subsidiaries’ current officers and employees and (C) preserve its and its Subsidiaries’ current relationships with significant customers, suppliers, licensors, licensees, distributors, wholesalers, lessors, Governmental Authorities and other Persons having material business dealings or regulatory relationships with the Company and its Subsidiaries, as applicable; (b) without limiting the Company’s obligations under Section 6.1(a), the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly: (i) alter or amend (including by merger, consolidation, conversion or otherwise) its articles, charter, bylaws or other organizational documents; (ii) (A) split, divide, subdivide, consolidate, combine or reclassify the Company Common Shares or authorize the issuance of any other securities in lieu of, or in substitution for, shares of capital stock or (B) amend the Schedules material terms of any securities of the Company or Exhibits heretoany of its Subsidiaries; (iii) issue, since deliver, grant, sell or pledge or authorize, or agree to issue, deliver, grant, sell or pledge, any Company Common Shares or other voting securities or Equity Interests of the Most Recent Balance Sheet Date through Company or its Subsidiaries (including Company Equity Awards or any equity‑based or equity‑linked awards such as restricted or deferred share units or phantom share plans), or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Company Common Shares or other voting securities or Equity Interests of the Company or its Subsidiaries, other than (A) the issuance of Company Common Shares issuable pursuant to the exercise or settlement of Company Equity Awards outstanding on the date hereof and set forth on Section 3.3 of the Company Disclosure Letter in accordance with their terms as in effect on the date hereof, (B) the grant of Company has operated its businesses Equity Awards that are (I) annual grants made in the ordinary course of business. Without limiting , with time-based and performance-based metrics and goals that are consistent with past practice or (II) as otherwise permitted under Section 6.1(b)(v)(D), or (C) the foregoing, each issuance of Company Common Shares issuable to directors consistent with the Primo Water Corporation Non-Employee Director Compensation Policy (as in effect as of the Company and each date of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: (i) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business; (ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rightsthis Agreement), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirementredeem, purchase or other acquisition of otherwise acquire any membership interests outstanding Company Common Shares or other ownership interestssecurities or securities convertible into or exchangeable or exercisable for Company Common Shares or any such other securities, other than (A) in transactions between two or more Company wholly‑owned Subsidiaries or between the Company and a Company wholly‑owned Subsidiary, (B) the acquisition by the Company of Company Common Shares in connection with the surrender of Company Common Shares by holders of Company Options in order to pay the exercise price of the Company Options in transactions properly treated as compensatory for U.S. federal income tax purposes, or (C) the withholding of Company Common Shares to satisfy tax obligations with respect to payments in respect of Company Equity Awards properly treated as compensation for U.S. federal income tax purposes; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change applicable Law, any Company Benefit Plan, any Labor Agreement, any employment Contract or this Agreement: (A) grant any increases in generally accepted accounting principles; (vi) made any loan or advance to the compensation of any of its officers, directors, managers, executive officers or employees, consultantsexcept (I) with respect to employees with a title of below Vice President in connection with the Company’s annual compensation review in the ordinary course of business, members, agents or other representatives up to 5% in the aggregate and (other than travel advances made II) relocation program awards in the ordinary course of business in connection with the Company’s existing relocation program; (B) (I) grant or increase any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, (II) accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Company Benefit Plan, or (III) adopt, enter into, or terminate or amend any Company Benefit Plan (or any plan, program, agreement, or arrangement that would constitute a Company Benefit Plan if in effect on the date hereof), other than in connection with an annual benefit plan review in the ordinary course of business or adoption, entry into, termination or amendment of any Company Benefit Plan in a manner that would not increase costs to the Company, Parent, Holdings or any of their respective Affiliates by more than a de minimis amount; (C) hire any Person to be employed by the Company or any of its Subsidiaries or terminate without cause the employment of any employee of the Company or any of its Subsidiaries, in either case other than the hiring or termination of employees with a title of below Vice President; (D) grant any equity or equity‑based awards (including any Company Equity Awards) other than grants of such awards made consistent with past practicepractice to employees hired after the date hereof, provided that such awards shall not include any terms or conditions that could result in accelerated vesting in connection with the transactions contemplated by this Agreement; or (E) amend the terms and conditions of any bonus or made other cash incentive awards or Company Equity Awards (including amendment, modification, acceleration, or waiver of any vesting terms or any performance targets with respect to any outstanding bonus or equity awards); (vi) (A) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries or (B) reorganize, amalgamate or merge the Company or any of its Subsidiaries with any other loan Person (including the Company or advanceany of its Subsidiaries); (vii) taken make any action that material changes to any of its financial accounting policies, principles, methods, practices or procedures (including by adopting any material new financial accounting policies, principles, methods, practices or procedures), except as required by (A) applicable Laws, including Canadian Securities Laws and U.S. Securities Laws, or (B) GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the written approval Financial Accounting Standards Board of a VSH Manager Designee the SEC or any similar organization or Governmental Authorities; (viii) except as defined set forth on Section 6.1(b)(viii) of the Company Disclosure Letter, sell, pledge, lease, license, transfer, dispose of, abandon, suffer or permit the incurrence of any Liens (except for Permitted Liens) or encumber any assets or properties of the Company (including the Equity Interests of any Subsidiary of the Company or any business division) or of any of its Subsidiaries other than (A) inventory in the Revised Operating Agreement) under Section 2.8 ordinary course of business or equipment that is no longer used or useful in the operations of the Revised Operating Company or any of its Subsidiaries or (B) the non‑exclusive licensing or sublicensing (or abandonment) of Intellectual Property in the ordinary course of business; (A) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other Equity Interests or interests or assets or otherwise) any corporation, partnership, association or other business organization or division thereof or (other than in the ordinary course of business, such as the purchase of supplies, equipment and inventory) any property or asset, (B) make any investment by the purchase of securities, contribution of capital, property transfer or (other than in the ordinary course of business, such as the purchase of supplies, equipment and inventory) purchase of any property or assets of any other Person, or (C) make any loans or capital contributions to, or investments in, any other Person, in each case, that, together with all other such acquisitions, investments, contributions, transfers or purchases, has a value greater than $100,000,000 in the aggregate, other than (I) to any wholly-owned Subsidiary of the Company or (II) in respect of accounts payable to trade creditors or accrued liabilities incurred in the ordinary course of business; (x) prepay any long-term indebtedness before its scheduled maturity (other than as contemplated by Section 7.17), or incur or assume any long‑term indebtedness or incur or assume any short‑term indebtedness, enter into any capital leases or similar purchase money indebtedness, issue or sell any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for any such indebtedness or debt securities of any other Person, in each case other than (A) indebtedness incurred, assumed, or otherwise entered into in the ordinary course of business, (B) indebtedness incurred in connection with the refinancing of any indebtedness existing on the date of this Agreement or which permitted to be incurred, assumed or otherwise entered into hereunder (including as contemplated by Section 7.17), or (C) indebtedness incurred, assumed or otherwise entered into pursuant to the Company’s existing credit facilities (including in respect of letters of credit); (xi) enter into any material currency, commodity, interest rate or equity related hedge, derivative, swap or other financial risk management Contract, other than in the ordinary course of business; (xii) pay, discharge or satisfy any claim or voluntarily waive, release, assign, settle or compromise any Litigation, other than the such payment, discharge, satisfaction, waiver, release, assignment, settlement or compromise that requires payments by the Company or any of its Subsidiaries (net of insurance proceeds) in an amount not to exceed $5,000,000 individually or $20,000,000 in the aggregate; provided, however, that the foregoing shall not permit the Company or any of its Subsidiaries to pay, discharge, satisfy, waive, release, assign, settle or compromise any Litigation that would have required impose any material restrictions or changes on the written approval of a representative business or operations of the Buyer who was serving Company or any of its Subsidiaries or, following the Closing, Holdings; (xiii) (A) enter into any material new line of business or enterprise or (B) enter into a new material joint venture investment agreement, exclusive development agreement or other similar Contract; (xiv) expend or commit to expend any amounts with respect to capital expenses, where any such expenditures or commitments exceed, in the aggregate, the amount set forth in Section 6.1(b)(xiv) on the Company Disclosure Letter by more than ten percent; (xv) transfer, convey or assign any Company Spring Source Real Property to a trust; (xvi) other than in the ordinary course of business (A) enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), with individual annual rents in excess of $2,000,000 or aggregate annual rents in excess of $5,000,000, (B) terminate, modify, amend or exercise any right to renew any Company Specified Real Property Lease or Company Specified Real Property Landlord Lease, with individual annual rents in excess of $2,000,000 or aggregate annual rents in excess of $5,000,000, or (C) acquire any interest in real property (including any direct or indirect interests therein) with a purchase price in excess of $4,000,000; (xvii) other than in the ordinary course of business (A) enter into any Contract that would, if entered into prior to the date hereof, be a Company Material Contract, or (B) materially modify, materially amend or terminate any Company Material Contract or waive, release or assign any material rights or claims thereunder; (xviii) enter into or amend any Contract with any broker, finder or investment banker, including, for the avoidance of doubt, BMO or BofA Securities, in connection with the Combination or any component part thereof; (xix) other than as permitted by Section 6.1(b)(iii) or Section 6.1(b)(v), enter into any Contract, transaction or arrangement between the Company or any of its Subsidiaries and any Affiliate, shareholder, director, officer, partner or member of the Management Board Company or any of its Subsidiaries, other than a Contract, transaction or arrangement solely between two or more wholly‑owned Subsidiaries of the Company under Section 2.8 or solely between the Company and a wholly‑owned Subsidiary of the Revised Operating Agreement if Company; (xx) other than in the Revised Operating Agreement had been ordinary course of business, fail to use commercially reasonable efforts to maintain in full force and effect since the date hereofexisting material insurance policies covering the Company or any of its Subsidiaries; (xxi) (A) make, change, revoke or rescind any material Tax election, (B) make any “check‑the‑box” election pursuant to Treasury Regulations Section 301.7701‑3, (C) make any material amendment with respect to any material Return, (D) settle or compromise any material Tax liability for an amount that materially exceeds the amount disclosed, reflected or reserved against in the Company Interim Financial Statements, (E) request any rulings from or enter into any closing agreement with any tax authority with respect to a material amount of Taxes (except in connection with a settlement of a tax liability for an amount that does not materially exceed the amount disclosed, reflected or reserved against in the Company Interim Financial Statements), (F) initiate a voluntary disclosure with respect to material Taxes, (G) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material Tax (excluding extensions of time to file Returns validly obtained in the ordinary course of business), (H) surrender any right to claim a material Tax refund, (I) change an annual accounting period for Tax purposes, or (J) change any material accounting method for Tax purposes, except, with respect to clause (A), for actions taken in the ordinary course of business; (xxii) take any action or knowingly fail to take any reasonable action, which action or failure to act would reasonably be expected to prevent or impede the Mergers from qualifying for the Mergers Intended Tax Treatment, the Amalgamation from qualifying for the Amalgamation Intended Tax Treatment, or the Combination from qualifying for the Combination Intended Tax Treatment; (xxiii) implement any “mass layoff” or “plant closings” as defined under the WARN Act; (xxiv) enter into any new, or terminate or materially amend or modify, any Labor Agreement; or (viiixxv) committed agree to do take, or make any commitment to take, any of the foregoingforegoing actions that are prohibited pursuant to this Section 6.1(b). Nothing in this Section 6.1 shall give Parent or any other Parent Party the right to control, directly or indirectly, the operations or the business of the Company or any of its Subsidiaries at any time prior to the Closing.

Operations of the Company. Except as specifically set forth elsewhere herein or in contemplated by the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through the date hereofMerger Agreement, the Company has operated covenanted and agreed that, during the period from the date of the Merger Agreement to the Effective Time, the Company and its businesses in the subsidiaries will each conduct its operations according to its ordinary course of business, consistent with past practice, and will use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all persons and entities with which the Company has significant business relations. Without limiting the generality of the foregoing, each of the Company and each has agreed that, except as otherwise provided in the Merger Agreement, prior to the Effective Date, neither Company nor any of its Subsidiaries has notsubsidiaries will, except with without the prior consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company: Purchaser: (i) amended any amend or propose to amend its Articles of its Fundamental Documents Organization or merged with Bylaws (or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business; comparable governing instruments); (ii) issuedauthorize for issuance, soldissue, purchased grant, sell, pledge, dispose of or redeemed, or entered into any contracts or other agreements propose to issue, grant, sell, purchase pledge or redeem, dispose of any membership interests or other ownership interestsshares of, or any options, warrants, convertible commitments, subscriptions or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement; (iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (iv) declared, set aside, paid or made any distributions of any kind to its membersacquire or sell any shares of, or made any direct or indirect redemption, retirement, purchase the capital stock or other acquisition securities of any membership interests the Company or other ownership interests; (v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles; (vi) made any loan or advance to any of its officerssubsidiaries including any securities convertible into or exchangeable for shares of stock of any class of the Company or any of its subsidiaries, directorsor enter into any agreement, managersunderstanding or arrangement with respect to the purchase or voting of shares of its capital stock, employeesexcept for the issuance of Shares pursuant to the exercise of Options or the conversion of the Subordinated Notes outstanding on the date of the Merger Agreement, consultantsin accordance with their present terms, members, agents or other representatives (other than travel advances made and issuances of up to 120,000 Shares and options under the ESPP to employees in the ordinary course of business in a manner consistent with past practicebusiness; (iii) split, combine or made reclassify any shares of its capital stock, make any other loan changes in its capital structure, or advance; declare, pay or set aside any dividend or other distribution (viiwhether in cash, stock or property or any combination thereof) taken in respect of its capital stock, other than dividends or distributions to the Company or a subsidiary wholly owned by the Company, or redeem, purchase or otherwise acquire or offer to acquire any action that required shares of its capital stock or other securities, except for the written approval repurchase of a VSH Manager Designee (as defined in the Revised Operating Agreement) under Section 2.8 shares of the Revised Operating Agreement common stock from employees, consultants or which would have required the written approval of a representative of the Buyer who was serving as a member of the Management Board directors of the Company under Section 2.8 upon termination of their relationship with the Revised Operating Agreement if the Revised Operating Agreement had been Company in effect since the date hereofaccordance with existing contractual rights or obligations of repurchase; or (viii) committed to do any of the foregoing.iv)