Common use of Purchaser's Approval of Certain Transactions Clause in Contracts

Purchaser's Approval of Certain Transactions. TRW hereby covenants to Purchaser that, except as may otherwise be required under this Agreement, from the date hereof to the Closing, insofar as the Business is concerned TRW will not do any of the following without the prior approval with written confirmation of Purchaser, which approval shall not be unreasonably withheld: (a) incur or permit the incurrence of any debt for borrowed money or incur any obligation or other liability which would constitute an Assumed Liability, except in the ordinary course of business; (b) purchase or dispose of any real property or real property interest to be included as part of the Acquired Assets; (c) enter into any lease of real or personal property or any renewals thereof involving a term of more than one (1) year or rental obligation exceeding One Hundred Thousand Dollars ($100,000) per annum in any single case; (d) voluntarily permit to be incurred any Encumbrances on any of the Acquired Assets except in the ordinary course of business; (e) except for normal merit or cost-of-living increases in accordance with TRW's past practices, increase the rate of compensation for any of the employees of the Business or otherwise enter into or alter any employment, consulting, or managerial services agreement primarily affecting the Business; (f) commence, enter into, or alter any pension, retirement, profit-sharing, employee stock option or stock purchase, bonus, deferred compensation, incentive compensation, life insurance, health Insurance, disability insurance, severance pay, fringe benefit, or other employee benefit plan or arrangement affecting employees of the Business who are to become employees of Purchaser at the Closing (except that this covenant shall not apply to any such plan or arrangement generally applicable to all hourly or all salaried employees of TRW); (g) make any new commitments or increase any previous commitments for capital expenditures in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000); (h) accelerate or delay the shipment or sale of Products except as may be necessary in the ordinary course of business; (i) enter into any transaction, contract or commitment outside of the ordinary course of business, sell any of the assets (other than inventory sold pursuant to contracts or commitments in effect on the date hereof with third parties not affiliated with TRW) of the Business for less than fair market value, waive any right of substantial value, cancel any debt or claim except in the ordinary course of business or voluntarily suffer any extraordinary loss; or (j) sell, assign, transfer, license, or convey any of the Intellectual Property to be included as part of the Acquired Assets.

Purchaser's Approval of Certain Transactions. TRW Seller hereby covenants to Purchaser thatthat during the Review Period, except or during such shorter period as may otherwise be required under this Agreementindicated below, from the date hereof to the ClosingSeller shall not, insofar as the Business is concerned TRW will and Stockholders shall cause Seller not to, do any of the following acts without the prior approval with written confirmation consent of Purchaser, which approval consent shall not be unreasonably withheldwithheld or delayed: (ai) incur sell, transfer, encumber or permit assign any of the incurrence Assets (except to Purchaser in accordance with this Agreement or in connection with the replacement of any debt for borrowed money or incur any obligation or other liability which would constitute an Assumed Liability, except such Assets in the ordinary course of business); (b) purchase or dispose of any real property or real property interest to be included as part of the Acquired Assets; (cii) enter into any lease of real or personal property or any renewals thereof involving a term of more than one (1) year or rental obligation exceeding One Hundred Thousand Dollars ($100,000) per annum in any single case; (d) voluntarily permit to be incurred any Encumbrances on any of the Acquired Assets except in the ordinary course of business; (e) except for normal merit or cost-of-living increases in accordance with TRW's past practices, increase the rate of compensation for any of the employees of the Drilling Business or otherwise enter into or alter any employment, consulting, or managerial services agreement primarily affecting the Business; (f) commence, enter into, or alter any pension, retirement, profit-sharing, employee stock option or stock purchase, bonus, deferred compensation, incentive compensation, life insurance, health Insurance, disability insurance, severance pay, fringe benefit, or other employee benefit plan or arrangement affecting employees of the Business who are to become employees of Purchaser at the Closing (except that this covenant shall not apply to any such plan or arrangement generally applicable to all hourly or all salaried employees of TRW); (g) make any new commitments or increase any previous commitments for capital expenditures in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000); (h) accelerate or delay the shipment or sale of Products except as may be necessary in the ordinary course of business; (i) enter into any transaction, contract or commitment outside of the ordinary course of business; (iii) enter into any drilling contract which contains any terms and conditions which, sell when taken as a whole, are not at least as favorable in any material respect as those contained in the other Drilling Contracts listed in Schedule 1(d); provided however, that drilling contracts that contain daywork, footage or turnkey rates substantially equivalent to the Seller’s existing rates at the time they are entered into shall not violate the foregoing provision on the basis of the assets (other than inventory sold pursuant to contracts or commitments in effect on the date hereof with third parties not affiliated with TRW) of the Business for less than fair market value, waive any right of substantial value, cancel any debt or claim except in the ordinary course of business or voluntarily suffer any extraordinary lossrates charged; or (jiv) sellgive any Employee an increase or change in wages, assignsalary or benefits or make any promise with respect to any such increase or change in wages, transfersalary or benefits; provided however, licensethat Seller may (after notifying Purchaser in writing and obtaining Purchaser’s consent, which consent will not be unreasonably withheld or delayed) increase or change the wages, salary or benefits of those employees, or convey make commitments to do so where the Seller reasonably believes in the exercise of its good faith it is necessary to do so in order to remain commercially competitive with prevailing wages, salaries and benefits. (v) without the consent of Purchaser, which shall not be unreasonably withheld, enter into any agreement which would result in Stockholders not owning 100% of the Intellectual Property to be included as part capital stock of the Acquired AssetsSeller.

Purchaser's Approval of Certain Transactions. TRW Seller hereby covenants to Purchaser thatthat during the Review Period, except or during such shorter period as may otherwise be required under this Agreementindicated below, from the date hereof to the Closing, insofar as the Business is concerned TRW will Seller shall not do any of the following acts without the prior approval with written confirmation consent of Purchaser, which approval consent shall not be unreasonably withheldwithheld or delayed: (ai) incur Sell, transfer, encumber or permit assign any of the incurrence Assets (except to Purchaser in accordance with this Agreement or in connection with the replacement of any debt for borrowed money or incur any obligation or other liability which would constitute an Assumed Liability, except such Assets in the ordinary course of business; (b) purchase or dispose of any real property or real property interest to be included as part of the Acquired Assets; (c) enter into any lease of real or personal property or any renewals thereof involving a term of more than one (1) year or rental obligation exceeding One Hundred Thousand Dollars ($100,000) per annum in any single case; (d) voluntarily permit to be incurred any Encumbrances on any of the Acquired Assets except in the ordinary course of business; (e) except for normal merit or cost-of-living increases in accordance with TRW's past practices, increase the rate of compensation for any of the employees of the Business or otherwise enter into or alter any employment, consulting, or managerial services agreement primarily affecting the Business; (f) commence, enter into, or alter any pension, retirement, profit-sharing, employee stock option or stock purchase, bonus, deferred compensation, incentive compensation, life insurance, health Insurance, disability insurance, severance pay, fringe benefit, or other employee benefit plan or arrangement affecting employees of the Business who are to become employees of Purchaser at the Closing (except that this covenant shall not apply to any such plan or arrangement generally applicable to all hourly or all salaried employees of TRW); (gii) make any new commitments or increase any previous commitments for capital expenditures in an aggregate amount exceeding Five Hundred Thousand Dollars ($500,000); (h) accelerate or delay the shipment or sale of Products except as may be necessary in the ordinary course of business; (i) enter Enter into any Drilling Business transaction, contract or commitment outside of the ordinary course of business; (iii) Enter into any drilling contract which contains any terms and conditions which, sell when taken as a whole, are not at least as favorable in any material respect as those contained in the other Drilling Contracts listed in Schedule 1(c); provided, however, that drilling contracts that contain Daywork, footage or turnkey rates substantially equivalent to the prevailing market rates, as reasonably determined by Purchaser, at the time they are entered into shall not violate the foregoing provision on the basis of the assets rates charged; (other than inventory sold pursuant iv) Give any Employee an increase or change in wages, salary or benefits or make any promise with respect to contracts any such increase or change in wages, salary or benefits; provided, however, that Seller may (after notifying Purchaser in writing and obtaining Purchaser’s consent, which consent will not be unreasonably withheld or delayed) increase or change the wages, salary or benefits of those employees, or make commitments in effect on to do so where the date hereof with third parties not affiliated with TRW) of the Business for less than fair market value, waive any right of substantial value, cancel any debt or claim except Seller reasonably believes in the ordinary course exercise of business or voluntarily suffer any extraordinary lossits good faith it is necessary to do so in order to remain commercially competitive with prevailing wages, salaries and benefits; or (jv) sell, assign, transfer, license, or convey Enter into any agreement which would result in the Shareholder not owning 100% of the Intellectual Property to be included as part capital stock of the Acquired AssetsSeller.