Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheld: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Closing Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldAmPaM: (i) make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, permitted pursuant to the terms and except conditions for distributions approved by TCI described in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing DateAnnex I, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course Ordinary Course of business (consistent with past practice) Business or involving involves an amount not in excess of $25,000three percent (3%) of the Company's gross revenues for fiscal 1997; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 three percent (3%) of the Company's gross revenues for fiscal 1997 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of business Business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or Schedule 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course Ordinary Course of business Business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules Annex I hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Document, License or other right Document except for the termination of a Material Document in accordance with its terms without any action on the part of the Company except in the ordinary course of businessCompany; or (xi) enter into any other material transaction outside the ordinary course Ordinary Course of its business Business or any transaction prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof of this Agreement and the Funding and Consummation Closing Date, the Company will notCOMPANY has not and, without the prior written consent of TCIURSI, which consent will not be unreasonably withheldnot: (i) make any change in its Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract (including any contract to provide services to customers) or commitment or incur or agree to incur any liability or make any capital expenditures, except if (x) it is in the normal course of business (consistent with past practice) or involving (y) when aggregated with all other such contracts, commitments, liabilities and capital expenditures not in the normal course of business consistent with past practice, it involves an amount not in excess of $25,000; (v) increase the compensation payable or to become payable to any officer, director, STOCKHOLDER, employee or agent, or make any bonus or management fee payment to any such person, except (x) bonuses to employees (other than the STOCKHOLDERS or their affiliates) consistent with past practice and (y) increases in salaries and commissions payable to employees (other than to STOCKHOLDERS and their affiliates), provided that neither the salary nor the commission payable to any employee may increase to a level higher than one hundred ten percent (110%) of such employee's current salary or bonus, whichever is applicable; (vi) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY (including the COMPANY's Subsidiaries), or (2) liens set forth on Schedule 5.15 hereto or (A3) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 heretobusiness; (vivii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viiviii) negotiate for the acquisition of any business or the start-up of any new business; (viiiix) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixx) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (xxi) commit a material breach or amend or terminate any Material DocumentContract, License or material permit, license or other right of the COMPANY, or make or terminate any election involving Taxes which would in any way adversely affect the Tax liability of the Company except or any Acquired Party (or URSI following the Merger) in the ordinary course of businessany taxable period; or (xixii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheld: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCIHome, which consent will not be unreasonably withheld: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except for distributions permitted as described on Annex I hereto; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCompany; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCIMETALS, which consent will not be unreasonably withheld: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except for distributions in the amount of estimated taxes payable by the STOCKHOLDERS on S corporation earnings (if any) of the COMPANY for the period from the Balance Sheet Date to the Closing Date and specified on Schedule 7.3 hereto, and any other distributions of Accumulated Adjustments Accounts amounts specified on Schedule 7.3 hereto, it being understood and agreed that any such distributions in excess of such estimated taxes shall result in a corresponding dollar for dollar decrease in the amount of cash otherwise payable to the STOCKHOLDERS as part of the Merger consideration hereunder; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Closing Date, the Company COMPANY will not, without the prior written consent of TCI, which consent will not be unreasonably withheldHOLDING: (i) make any change in its Articles or Certificate of Incorporation or By-laws; (ii) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) or involving involves an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses business of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business consistent with past practice (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)consistent with past practice; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights right or claims claim of the CompanyCOMPANY; provided, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, ; provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial contract, License agreement, permit, license or other right of to which the Company except in the ordinary course of businessCOMPANY is a party or as to which it is a beneficiary; or (xi) enter into any other transaction outside the ordinary course of its business consistent with past practice or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldIES: (i) make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior permitted pursuant to the Closing Dateterms and conditions for equity distributions described in Annex I, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000two percent (2%) of the Company's revenues for fiscal 1996; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 two percent (2%) of the Company's revenues for fiscal 1996 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) except as set forth in Schedule 7.3(vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCILandCARE, which consent will not be unreasonably withheld: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCompany; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldIES: (i) make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior permitted pursuant to the Closing Dateterms and conditions for equity distributions described in Annex I, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000two percent (2%) of the Company's revenues for fiscal 1996; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 two percent (2%) of the Company's revenues for fiscal 1996 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) except as set forth in Schedule 7.3(vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCompany; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, and except as expressly permitted by Section 10.6, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCI, which consent will not be unreasonably withheldPARENT: (i) make any change in its Certificate or Articles of Incorporation or By-laws;; or (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4;; or (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock;; or (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000;50,000; or (v) create, assume or permit to exist any borrowing, debt, mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) debt in an aggregate amount not to exceed the amount of debt outstanding on the Balance Sheet Date, (2) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (23) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (23) being referred to herein as "Statutory Liens"), or (34) liens set forth on Schedule 5.10 and/or 5.15 hereto;; or (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto);business; or (vii) negotiate for the acquisition of any business or the start-up of any new business;; or (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation;; or (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon;; or (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.36.3 or as set forth on Annex I, between the date hereof and the Funding and Consummation Date, the Company will shall not, without prior written consent of TCI, which consent will not be unreasonably withheldQSI: (i) make any change in its Articles of Incorporation or By-lawsBylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.44.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,00010,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except except: (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses of the Company, ; (2) (A2)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes Taxes adequate reserves have been established and are being maintainedin the Company Financial Statements) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 Schedules 4.10 and/or 5.15 8.16 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts or claims in the ordinary course of good faith disputes with customers business in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.11 4.11 unless specifically listed thereon; (x) amend or terminate any Material Documentcommit a material breach or, License or other right of the Company except in the ordinary course of businessbusiness consistent with past practices, amend or terminate any material agreement, permit, license or other right of the Company; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing DateSection 10.6, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock (provided that the COMPANY may declare and pay dividends pursuant to Section 10.6 hereof); (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.37.3 or as otherwise expressly contemplated by this Agreement, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldPentacon: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except for (1) dividends paid in respect of the Company's Accumulated Adjustment Accounts provided that any such dividends shall reduce, dollar-for-dollar, the amount of cash consideration to be received by the Stockholder on the Consummation Date and (2) dividends paid to cover tax payments required to be made by the Stockholders for fiscal 1997 and subsequent periods ending on or prior to the Consummation Date; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 Schedules 5.10, 5.15 and/or 5.15 5.16 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 to the extent they exceed the reserves, if any, established therefor, or unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except provided that the Company may continue to administer vendor and supplier contracts in the ordinary course of businessbusiness provided written notice of any such material amendments or terminations is provided to Pentacon as soon as possible following such action and in any event prior to the Closing; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed in Section 5 or set forth on Schedule 7.37.3 or as otherwise expressly contemplated by this Agreement, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldPentacon: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes Taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 Schedules 5.10, 5.15 and/or 5.15 5.16 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 to the extent they exceed the reserves, if any, established therefor, or unless specifically listed thereon; (x) amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except provided that the Company may continue to administer vendor and supplier contracts in the ordinary course of businessbusiness provided written notice of any such material amendments or terminations is provided to Pentacon as soon as possible following such action and in any event prior to the Closing; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof of this Agreement and the Funding and Consummation Closing Date, the neither Partner Company nor Partner Company Stockholder will notor will permit, in each case without prior written consent of TCIFounder, which consent will not be unreasonably withheldany Subject Partner Company to: (ia) make any change in its Articles of Incorporation Charter Documents or By-lawsBylaws; (iib) issue or sell any securities, options, warrants, calls, conversion rights or commitments relating to its Subject Partner Company securities of any kind other than in connection with upon the exercise of options or warrants listed in Schedule 5.4Section 4.4 of Partner Company Disclosure Schedule; (iiic) except as provided on Annex I heretoif it is in the normal course of business (consistent with past practice), and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any material contract or commitment or incur or agree to incur any liability or make any capital expenditures, except which involves an amount not in excess of $500,000; provided, however, that for the avoidance of doubt acquiring by purchase or lease capital equipment or real property shall be deemed not to be in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000); (vd) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance Encumbrance upon any assets asset or properties property whether now owned or hereafter acquired, except (1i) with respect to purchase money liens Encumbrances incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 20,000 necessary or desirable for the conduct of its businesses in the businesses of the Company, ordinary course; (2ii) (Ax) liens Encumbrances for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes Taxes adequate reserves have been established and are being maintained) or (By) materialmen's’s, mechanics'’, workers'’, repairmen's’s, employees' ’ or other like liens Encumbrances arising in the ordinary course of business business, or (the liens z) Encumbrances set forth in clause (2Section 6.3(d) being referred to herein as "Statutory Liens"), of Partner Company Disclosure Schedule or (3iii) liens set forth on Schedule 5.10 and/or 5.15 heretoany Encumbrance in respect of Indebtedness included in the Partner Company Indebtedness; (vie) sell, assign, lease or otherwise transfer or dispose of any material property or equipment except in the normal course of business and other than distributions consistent with past practice, except as otherwise listed on Schedule 6.3(e) of real estate and other assets as permitted in this Agreement (including the Schedules hereto)Partner Company Disclosure Schedule; (viif) negotiate for the acquisition of any business or the start-up of any new business; (viiig) merge or consolidate or agree to merge or consolidate with or into any other corporationperson; (ixh) waive any material rights right or claims of the Company, claim; provided that the Company it may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (xi) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessright; or (xij) enter into any other material transaction outside the ordinary course of its business or prohibited hereunder. Between the delivery of the certificate regarding Indebtedness pursuant to Section 2.2 of this Agreement and the Closing Date, neither Partner Company nor Partner Company Stockholder will, without prior written consent of Founder, permit the aggregate Indebtedness of Subject Partner Companies to exceed the amount of such Indebtedness reflected in the certificate delivered to Founder pursuant to Section 2.2 of this Agreement.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, neither the Company will notnor any Subsidiary will, without the prior written consent of TCI, which consent will not be unreasonably withheldClarant: (ia) make any change in its Articles of Incorporation or By-laws;Charter Documents; 39 (iib) grant or issue any securities, options, warrants, callsOptions, conversion rights or commitments of any kind relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4securities; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock securities whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares securities or engage in any transaction that will significantly affect the cash reflected on the Balance Sheet of its stockthe Company at the Balance Sheet Date; except that the Company may, as provided for by Section 5.25(g), declare and pay a dividend to the Stockholders and/or a payment on account of the Rice Note and Xxxxxx Note before the Closing; (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal course Ordinary Course of business (consistent with past practice) or involving Business and involves an amount not in excess of $25,00060,000; (ve) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance Encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses Business of the CompanyCompany and any Subsidiaries, (2ii) (A1) liens for taxes Taxes either not yet due delinquent or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of business Business (the liens set forth in clause (2ii) being referred to herein as "Statutory Liens"), or (3iii) liens set forth on Schedule 5.10 and/or 5.15 SCHEDULE 5.11 OR 5.23 hereto; (vif) sell, assign, lease or otherwise transfer or dispose of any property property, assets or equipment except in the normal course Ordinary Course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)Business; (viig) negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge or consolidate or agree to merge or consolidate with or into any other corporationentity; (ixi) waive any material rights right or claims claim of the CompanyCompany or any Subsidiary, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 on SCHEDULE 5.12 unless specifically listed thereon; (xj) commit a material breach or amend or terminate any Material Document, License or other right of Contract to which the Company except in the ordinary course of business; oror any Subsidiary is a party or as to which it is a beneficiary; (xik) enter into any other transaction outside the ordinary course Ordinary Course of its business Business or prohibited hereunder; 40 (l) except in the Ordinary Course of Business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, neither the Company nor any Subsidiary will (A) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the officers, directors or employees engaged in the Company's or any Subsidiary's Business, (B) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such officers, directors or employee, whether past or present, (C) enter into any new employment, severance, consulting, or other compensation agreement with any existing officers, directors or employee engaged in the Company's or any Subsidiary's Business, (D) amend or enter into a new Plan or Other Benefit Obligation (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (E) engage in any Affiliate Transactions; (m) make or change any Tax election, amend any Tax Return or take or omit to take any other action not in the Ordinary Course of Business and consistent with past practice that would have the effect of increasing any Taxes of Clarant, the Company or any Subsidiary for any Taxable Period ending after the Closing Date; or (n) without the express prior written consent of Clarant, amend, modify, repeal or otherwise alter the approvals of the Company's board of directors by the Company's stockholders attached hereto as EXHIBIT 5.2.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will notneither COMPANY will, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing DateSection 10.6, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock (provided that the COMPANY may declare and pay dividends pursuant to Section 10.6 hereof); (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businesssuch COMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company AMDI will not, without the prior written consent of TCINISXX, which consent will not be unreasonably withheld:xngage in any of the following (the "Prohibited Activities"): (i) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.44.3 to the AMDI Disclosure Letter; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) Except as listed in Schedule 7.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,00050,000; (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyAMDI, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto4.7 to the AMDI Disclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyAMDI, provided that the Company AMDI may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessAMDI; or (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company AMDI will not, without the prior written consent of TCINISCX, which consent will not be unreasonably withheld:xxgage in any of the following (the "Prohibited Activities"): (i) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.44.3 to the AMDI Disclosure Letter; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) Except as listed in Schedule 7.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,00050,000; (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyAMDI, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto4.7 to the AMDI Disclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyAMDI, provided that the Company AMDI may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessAMDI; or (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company BPI will not, without the prior written consent of TCIWinco, which consent will not be unreasonably withheld:engage in any of the following (the "Prohibited Activities"): (ia) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (iib) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants to be listed in Schedule 5.43.3 to the BPI Disclosure Letter; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (ivd) Except as listed in Schedule 6.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,00050,000; (ve) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 100,000.00 necessary or desirable for the conduct of the businesses of the CompanyBPI, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens to be set forth on Schedule 5.10 3.7 and/or 5.15 hereto3.11 to the BPI Disclosure Letter; (vif) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viig) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixi) waive Waive any material rights or claims of the CompanyBPI, provided that the Company BPI may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (xj) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessBPI; or (xik) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing DateSection 10.6, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company ANI will not, without the prior written consent of TCINewco, which consent will not be unreasonably withheldengage in any of the following (the AProhibited Activities@), except in connection with the consummation of the transactions contemplated by this Agreement or the Acquisition Agreements: (i) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.45.4 to the ANI Disclosure Letter; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,000; (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the CompanyANI, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto5.11 to the ANI Disclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyANI, provided that the Company ANI may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 to the ANI Disclosure Letter unless specifically listed thereon; (x) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessANI; or (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Closing Date, the Company COMPANY will not, without the prior written consent of TCI, which consent will not be unreasonably withheldCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.4; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock;stock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, 1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) or involving involves an amount not in excess of $25,00010,000; (ve) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses business of the CompanyCOMPANY, (2) (A2)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or or 5.15 hereto; (vif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viig) negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixi) waive any material rights right or claims claim of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.11 unless specifically listed thereon; (xj) commit a material breach, materially amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; orContract; (xik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, and except as expressly permitted by Section 10.6, between the date hereof and the Funding and Consummation Date, the Company COMPANY and NEWBURY will not, without prior written consent of TCI, which consent will not be unreasonably withheldPARENT: (i) make any change in its their Certificates or Articles of Incorporation or By-laws;; or (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its their securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4;; or (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its their stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its their stock;; or (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000;50,000; or (v) create, assume or permit to exist any borrowing, debt, mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) debt in an aggregate amount not to exceed the amount of debt outstanding on the Balance Sheet Date, (2) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (23) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (23) being referred to herein as "Statutory Liens"), or (34) liens set forth on Schedule 5.10 and/or 5.15 hereto;; or (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto);business; or (vii) negotiate for the acquisition of any business or the start-up of any new business;; or (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation;; or (ix) waive any material rights or claims of the CompanyCOMPANY or NEWBURY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon;; or (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY or NEWBURY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed set forth on Schedule 7.3SCHEDULE 5.3, between the date hereof and the Funding and Consummation Closing Date, the Company will not, without the prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-lawsthe Charter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4warrants; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock stock, whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except (a) in the normal course of business (consistent with past practicepractice in an amount not in excess of (1) or involving $100,000 individually and (2) $300,000 in the aggregate and (b) for any contract to provide Services (as defined below) in the normal course of business consistent with past practice in an amount not in excess of $25,00010,000,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1a) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 100,000 necessary or desirable for the conduct of the businesses of the Company, (2b) (A1) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B2) materialmen's, mechanics', workers', repairmen's, employees' or other like similar liens arising in the ordinary course of business (the liens set forth in clause (2b) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment equipment, except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate consolidate, or agree to merge or consolidate consolidate, with or into any other corporationcorporation or other entity; (ix) waive any material rights or claims of the Company; PROVIDED, provided HOWEVER, that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach of, or amend or terminate terminate, any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of business; orCompany; (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (xii) increase, or commit to any increase in, the salary, bonus, commission or other compensation of any officer, director, employee or agent of the Company, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, Section 10.6 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock (provided that the COMPANY may declare and pay dividends pursuant to Section 10.6 hereof); (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule SCHEDULE 7.3, between the date hereof and the Funding and Consummation Date, the Company will not, without prior written consent of TCI, which consent will not be unreasonably withheldINCOM: (i) make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule SCHEDULE 5.4; (iii) except as provided on Annex I hereto, permitted pursuant to the terms and except conditions for distributions approved by TCI described in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing DateAnnex I, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course Ordinary Course of business (consistent with past practice) Business or involving involves an amount not in excess of $25,000three percent (3%) of the Company's gross revenues for fiscal 1997; (v) create, create or assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 three percent (3%) of the Company's gross revenues for fiscal 1997 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course Ordinary Course of business Business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule SCHEDULE 5.10 and/or SCHEDULE 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course Ordinary Course of business Business and other than distributions of real estate and other assets as permitted in this Agreement (including Annex I and the Schedules hereto); (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) amend amend, other than in the Ordinary Course of Business, or terminate any Material Document, License or other right of the Company except in the ordinary course of business; or (xi) enter into any other material transaction outside the ordinary course Ordinary Course of its business Business or any transaction prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3Other than in connection with the Spin Off, between the date hereof and the Funding and Consummation Closing Date, the Company each of Winco, WMC and WSC will not, without the prior written consent of TCIBPI, which consent will not be unreasonably withheld:engage in any of the following (the "Prohibited Activities"): (ia) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (iib) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants to be listed in Schedule 5.44.3 to the Winco Disclosure Letter; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (ivd) Except as listed in Schedule 7.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,00050,000; (ve) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyWinco, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens to be set forth on Schedule 5.10 4.7 and/or 5.15 hereto4.11 to the Winco Disclosure Letter; (vif) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viig) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixi) waive Waive any material rights or claims of the CompanyWinco, provided that the Company Winco may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (xj) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessWinco; or (xik) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company will notneither COMPANY will, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments orcommitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, Section 10.6 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businesssuch COMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Closing Date, the Company COMPANY will not, without the prior written consent of TCI, which consent will not be unreasonably withheldCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.4; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock;stock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, 1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) or involving involves an amount not in excess of $25,00010,000; (ve) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses business of the CompanyCOMPANY, (2) (A2)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or or 5.15 hereto; (vif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viig) negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixi) waive any material rights right or claims claim of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in on Schedule 5.11 unless specifically listed thereon; (xj) commit a material breach, materially amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; orContract; (xik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Benefit Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company MC will not, without the prior written consent of TCIActive Link, which consent will not be unreasonably withheld:engage in any of the following (the "Prohibited Activities"): (i) make Make any material change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.43.3 to the MC Disclosure Letter; (iii) except as provided on Annex I hereto, and except Except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Datea Special Dividend, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) Except as listed in Schedule 6.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,00050,000; (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyMC, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 3.7 and/or 5.15 hereto3.11 to the MC Disclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate Negotiate for the acquisition of any business or the start-up of any new businessbusiness without the knowledge of Jim Xxxxxxxxxx; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyMC, provided that the Company MC may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) Commit a breach, amend or terminate any Material Document, License Documents or other right of MC; provided, however, that MC may enter into a Replacement Credit Facility with notice to, but without the Company except in the ordinary course of businessconsent of, Active Link; orand (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Date, the Company COMPANY will not, without prior written consent of TCI, which consent will not be unreasonably withheldCSI: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved permitted by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, Section 10.6 declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock (provided that the COMPANY may declare and pay dividends pursuant to Section 10.6 hereof); (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,000100,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyCOMPANY, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; (vi) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) commit a material breach or amend or terminate any Material Documentmaterial agreement, License permit, license or other right of the Company except in the ordinary course of businessCOMPANY; or (xi) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on provided in Schedule 7.36.3, between the date hereof and the Funding and Consummation Closing Date, the Company will NISCX xxxl not, without the prior written consent of TCI, AMDI (which consent will shall not be unreasonably withheld:), engage in any of the following (the "Prohibited Activities"): (i) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the grant or exercise of options or warrants listed in Schedule 5.43.3 to the NISCX Xxxclosure Letter; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) Except as listed in Schedule 6.3, enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving and involves an amount not in excess of $25,000100,000; (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 50,000 necessary or desirable for the conduct of the businesses of the CompanyNISCX, (20) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 3.7 and/or 5.15 hereto3.11 to the NISCX Xxxclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate for the acquisition of Acquire any business or the start-up of any new business; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyNISCX, provided xxovided that the Company may NISCX xxx negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (x) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessNISCX; orxx (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between the date hereof and the Funding and Consummation Closing Date, the Company COMPANY will not, without the prior written consent of TCI, which consent will not be unreasonably withheldCTS: (ia) make any change in its Articles or Certificate of Incorporation or By-laws; (iib) grant or issue any securities, options, warrants, calls, conversion rights or commitments of any kind relating to its securities of any kind other than in connection with the exercise of options or warrants listed in on Schedule 5.4; (iiic) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock;stock or engage in any transaction that will significantly affect the cash reflected on the balance sheet of the COMPANY as of December 31, 1996. (ivd) enter into any contract or commitment or incur or agree to incur any liability or make any capital expendituresexpenditure, except if it is in the normal ordinary course of business (consistent with past practice) or involving involves an amount not in excess of $25,00010,000; (ve) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 10,000 necessary or desirable for the conduct of the businesses business of the CompanyCOMPANY, (2) (A2)(A) liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or or 5.15 hereto; (vif) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal ordinary course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viig) negotiate for the acquisition of any business or the start-up of any new business; (viiih) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixi) waive any material rights right or claims claim of the CompanyCOMPANY, provided that the Company COMPANY may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that -41- such adjustments shall not be deemed to be included in on Schedule 5.11 unless specifically listed thereon; (xj) commit a material breach, materially amend or terminate any Material Document, License or other right of the Company except in the ordinary course of business; orContract; (xik) enter into any other transaction outside the ordinary course of its business or prohibited hereunder; or (l) except in the ordinary course of business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the COMPANY will not (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the employees engaged in the COMPANY's business, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such employee, whether past or present, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing employee engaged in the COMPANY's business, (iv) amend or enter into a new Benefit Plan (except as required by Law) or amend or enter into a new collective bargaining agreement (except as required by this Agreement), or (v) engage in any Affiliate Transaction.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof of this Agreement and the Funding and Consummation Closing Date, the Company Seller will not, without prior written consent of TCI, which consent will not be unreasonably withheldthe Purchaser: (i) make any change in its Articles of Incorporation or By-laws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.4; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving involves an amount not in excess of $25,0005,000; (vii) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance Lien upon any assets asset or properties property whether now owned or hereafter acquired, except (1x) with respect to purchase money liens Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 5,000 necessary or desirable for the conduct of the businesses of the Companyits businesses, (2y) (1) (A) liens Liens for taxes Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes Taxes adequate reserves have been established and are being maintained) or (B2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens Liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens")business, or (3) liens Liens set forth on Schedule 5.10 and/or 5.15 hereto3.6 or 3.11; (viiii) sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (viiiv) negotiate for the acquisition of any business or the start-up of any new business; (viiiv) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ixvi) waive any material rights right or claims of the Company, claim; provided that the Company it may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, ; provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 3.7 unless specifically listed thereon; (xvii) commit a material breach or amend or terminate any Material Documentmaterial agreement, License Permit, license or other right of the Company except in the ordinary course of businessright; or (xiviii) enter into any other transaction outside the ordinary course of its business or prohibited hereunder.

Prohibited Activities. Except as disclosed on Schedule 7.3, between Between the date hereof and the Funding and Consummation Closing Date, the Company BPI will not, without the prior written consent of TCINewco, which consent will not be unreasonably withheld:engage in any of the following (the "Prohibited Activities"): (i) make Make any change in its Articles of Incorporation or By-lawsCharter Documents; (ii) issue Issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind other than in connection with the exercise of options or warrants listed in Schedule 5.45.4 to the BPI Disclosure Letter; (iii) except as provided on Annex I hereto, and except for distributions approved by TCI in an amount equal to income taxes, if any, incurred by the Stockholders on any S corporation earnings after June 30, 1998 and prior to the Closing Date, declare Declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stockstock except that during the period from August 20, 1999 and the Closing Date, the Shareholder may receive S Corporation distributions from BPI in an amount not to exceed $750,000; (iv) enter Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000); (v) createCreate, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the CompanyBPI, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 5.10 and/or 5.15 heretoto the BPI Disclosure Letter; (vi) sellSell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (including the Schedules hereto)business; (vii) negotiate Negotiate for the acquisition of any business or the start-up of any new business; (viii) merge Merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive Waive any material rights or claims of the CompanyBPI, provided that the Company BPI may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 to the BPI Disclosure Letter unless specifically listed thereon; (x) Commit a breach or amend or terminate any Material Document, License Documents or other right of the Company except in the ordinary course of businessBPI; or (xi) enter Enter into any other transaction outside the ordinary course of its business or prohibited hereunder.