Common use of Restricted Activities and Transactions Clause in Contracts

Restricted Activities and Transactions. Except as otherwise consented to in writing by MOTG, from the date of this Agreement through the Effective Time (as hereinafter defined), SoundCity will not: (a) amend its Charter or By-Laws; (b) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securities; (c) except in the ordinary course of business (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible; (d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of business.

Restricted Activities and Transactions. Except as otherwise consented Without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, prior to the First Closing, the Seller shall not engage in writing by MOTG, from any one or more of the date of this Agreement through following activities or transactions with respect to the Effective Time (as hereinafter defined), SoundCity will not: Business: (a) amend its Charter directly or By-Laws; indirectly create, incur or assume any Lien (other than Permitted Liens) on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) issue, sell or deliverTransfer, or agree to issue, sell or deliverTransfer, any shares part of the Business’s assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business’s assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for party to the issuance, sale or delivery Transfer of any such shares assets, properties or convertible securities; rights; (cd) make or permit to be made any material amendment to or termination of any Contract, License or Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any material change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any material contract or agreement except in the ordinary course of business in accordance with past practice and in no event for a term in excess of one year; (h) enter into any compromise or settlement of any material Action affecting or relating to the Business or any of its properties, assets or businesses; (i) borrow, do or agree permit to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, occur any of its assets, property or rights, (ivthe things referred to in Section 5.8(b)(ii)–(iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party hereof; or (vj) mortgage or pledge any of its assets, tangible or intangible; (d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or otherwise take any other ownership interest action which would result in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets breach of any of the foregoingrepresentations or warranties set forth in Article V hereof. Notwithstanding the above, or merge, consolidate or otherwise combine with any other entity, or acquire any branch the parties acknowledge that (i) certain of any entity engaged in the business Seller’s health plans and retirement plans shall be terminated as of banking, or directly or indirectly solicit or authorize the solicitation of or First Closing; (ii) Seller shall enter into any agreement providing for any certain severance, employment and consulting arrangements prior to the First Closing; provided, however, that Purchaser shall have no liability under such arrangements unless expressly provided in this Agreement; and (iii) Seller will be acquiring certain Transferred Assets and refinancing certain Transferred Assets prior to the First Closing or Second Closing, as Seller determines in its sole discretion, which may be encumbered by certain Liens incurred in either of the foregoing; or (g) enter into aforementioned acquisitions and refinancings which Seller will be responsible for satisfying and removing in connection with its delivery of the Transferred Assets at the First Closing or agree to enter into any other material agreement or material transaction not in the ordinary course of businessSecond Closing, as applicable.

Restricted Activities and Transactions. Except as otherwise contemplated herein or in the Confidential Information Memorandum (including in connection with the Subscription Offers), as set forth in the Disclosure Letter or as otherwise consented to in writing (such consent not to be unreasonably withheld or delayed) by MOTGthe other Combining Company, from between the date of this Agreement through and the earlier to occur of the Effective Time (as hereinafter defined)or the termination of this Agreement, SoundCity no Combining Company will, nor will noteither Combining Company allow any of its Subsidiaries to: (a) amend Issue or commit to issue any of its Charter Capital Stock or By-Lawsother ownership or equity interests other than in connection with the exercise of options, warrants or convertible securities existing on the date hereof and listed in its respective Disclosure Letter; (b) issue, sell Grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its Capital Stock or convertible securitiesother ownership or equity interests; (c) Declare, set aside, or pay any dividend or distribution or make any other payment with respect to its Capital Stock or other ownership interests; (d) Directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its Capital Stock; (e) Effect a split or reclassification of any of its Capital Stock or a recapitalization or other reorganization; (f) Amend or otherwise alter its certificate of incorporation, by-laws, or other governing instruments; (g) Enter into or make any change in any of its Benefit Plans, except as required by Law, or grant any increase in compensation (other than increases in compensation in the ordinary course of business for field and office personnel who are not managers or executives), or provide any severance arrangement involving any of its employees, officers or directors; (h) Acquire control or ownership in any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or substantially all of the assets of any of the foregoing; (i) Except in the ordinary course of business consistent with past practice or with respect to budgeted capital expenditures, enter into or agree to enter into any agreement or transaction involving the incurrence of an obligation to pay an amount in excess of an aggregate of $10,000,000; (j) Create, assume or permit to exist any Lien (other than Permitted Liens) on any of its assets, tangible or intangible, except (i) as permitted under its existing credit facilities and any renewals, modifications or rearrangements thereof on terms and conditions not materially less favorable to the respective borrower or (ii) in the ordinary course of business consistent with past practice; (k) Except in the ordinary course of business consistent with past practice, (i) borrow, or agree to borrow, borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee guaranty or otherwise, any obligation or liability (absolute or contingent)) in excess of $1,000,000, (ii) cancel or agree to cancel any debts or claims, (iii) distributelease, leasesublease, sell or transfer, agree to leasesublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, rights having a fair market value in excess of $1,000,000 or (iv) make or permit any amendment to to, or termination of of, any material contract Material Contract, which amendment or agreement, license or other right termination is adverse to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangiblethe respective Combining Company; (dl) grant Settle any bonus threatened or increase in compensation, pending litigation that is not fully covered by insurance other than bonuses for immaterial consideration or increases given in conformity with past practicefor an amount less than that reserved as of the date hereof for such litigation on its books and records; (em) enter into or make Make any change in accounting methods or practices (including changes in reserve or accrual policies), or make or change any Employee Benefit Programmaterial Tax elections, except as required by lawGAAP or other applicable Law as applicable; (fn) acquire voting securities Enter into any new line of business, or terminate or close any other ownership interest in any corporation, association, joint venture, mutual savings association, partnershipmaterial facility, business trust or other business entity, operation; (o) Enter into or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into agree to be bound by any agreement providing for any of the foregoing; or (g) or permit an Affiliate to enter into or agree to enter into be bound by any agreement with any of its directors, officers, employees or Affiliates that will continue subsequent to the Effective Time, other material agreement than as contemplated by this Agreement or material transaction not in the ordinary course of businessbusiness consistent with past practice; or (p) Commit itself to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise consented to contemplated herein or in writing by MOTGthe Registration Statement, from between the date of this Agreement through and the earlier to occur of the Effective Time or the termination of this Agreement, (as hereinafter defined)a) the Owners shall not sell, SoundCity will transfer or otherwise deliver their respective partnership interests in WRC, and (b) WNR shall not, and the Owners shall cause WRC not to: (ai) amend issue or commit to issue any of its Charter capital stock, partnership interests or By-Lawsother ownership or equity interests; (bii) issue, sell grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its capital stock, partnership interests or convertible securitiesother ownership or equity interests; (ciii) declare, set aside, or pay any dividend or distribution or make any other payment with respect to its capital stock, partnership interests or other ownership interests except in the ordinary course and consistent with past practice; (iv) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its capital stock, partnership interests or other ownership or equity interests; (v) effect a split or reclassification of any of its capital stock or a recapitalization or other reorganization; (vi) amend or otherwise alter its certificate of incorporation, bylaws, certificate of limited partnership or limited partnership agreement or other governing instruments; (vii) enter into or make any change in any of its employee benefit plans or grant any increase in compensation (other than increases in compensation in the ordinary course of business), or provide any special severance arrangement involving any of its employees, officers or directors; (viii) create, assume or permit to exist any Lien on any of its assets, tangible or intangible, except (A) Permitted Liens or (B) in the ordinary course of business consistent with past practice; (ix) except in the ordinary course of business consistent with past practice or as otherwise contemplated or permitted in this Agreement or the Registration Statement, (iA) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee guaranty or otherwise, any obligation or liability (absolute or contingent)) in excess of $5,000,000, except as permitted under its existing credit facilities and in connection with any renewal, modification or rearrangement thereof which is on terms and conditions not materially less favorable to the respective borrower and which does not provide for an increase in the maximum borrowing amount, (iiB) cancel or agree to cancel any debts or claims, (iiiC) distributelease, leasesublease, sell or transfer, agree to leasesublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, rights having a fair market value in excess of $2,000,000 or (ivD) make or permit any material amendment to or termination of any material contract or contract, agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangibleparty; (dx) grant settle any bonus threatened or increase in compensation, pending litigation that is not fully covered by insurance other than bonuses for immaterial consideration or increases given in conformity with past practice;for an amount less than that reserved as of the date hereof for such litigation on its books and records; or (exi) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of commit itself to do any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of business.

Restricted Activities and Transactions. Except as otherwise consented Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to in writing by MOTG, from the date of this Agreement through the Effective Time (as hereinafter defined), SoundCity will not: Business: (a) amend its Charter directly or By-Laws; indirectly create, incur or assume any Lien on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) issue, sell or delivertransfer, or agree to issue, sell or deliverTransfer, any shares part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for party to the issuance, sale or delivery Transfer of any such shares assets, properties or convertible securities; rights; (cd) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; (h) enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses; (i) borrow, do or agree (to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way the extent of guarantee or otherwise, any obligation or liability (absolute or contingent), (iiSeller's control) cancel or agree permit to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, occur any of its assets, property the things referred to in Section 5.8(b)(ii)-(v) hereof; or rights, (ivj) make otherwise take any other action or (to the extent within Seller's control) permit any amendment other event to or termination of any material contract or agreement, license or other right to occur which it is would result in a party or (v) mortgage or pledge any of its assets, tangible or intangible; (d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets breach of any of the foregoing, representations or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged warranties set forth in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of businessArticle V hereof.

Restricted Activities and Transactions. Except as provided herein or as otherwise consented to in writing by MOTGNCI, from the date of this Agreement through prior to the Effective Time (as hereinafter defined)Time, SoundCity NAVIO will not: (a) amend its Charter or By-Laws; (b) issueIssue, sell sell, encumber or deliver, or agree to issue, sell sell, encumber or deliver, any shares of any class of capital stock of SoundCity NAVIO or any securities convertible into any such sharesshares or convertible into securities in turn so convertible, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securitiessecurities (other than options granted to employees of or consultants to NAVIO with per share exercise prices equal to fair market value determined in good faith by the Board of Directors of NAVIO and agreed to in writing by NCI, and vesting 25% after one year and 1/48 of the total grant per month thereafter without acceleration as a result of the occurrence of any event); or authorize or propose any change in its equity capitalization, other than the issuance of shares of NAVIO Common Stock upon the exercise of NAVIO Options; or accelerate, amend or change the period of exercisability of any rights to purchase securities of NAVIO or change the vesting period of any restricted stock or options to purchase stock of NAVIO; (cb) except in the ordinary course of business (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage Mortgage or pledge any of its material assets, tangible or intangible; (dc) grant Hire any bonus management personnel or increase in compensation, terminate (other than bonuses or increases given in conformity for cause and with past practice; (ea liability to NAVIO of less than $25,000) enter into or make any change in any Employee Benefit Programemployee of NAVIO, except as required by law; (f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of businessbusiness involving a person with an annual salary of less than $50,000 and only (in the case of a new hire) pursuant to an at-will arrangement without any severance benefits; or increase or amend the compensation to, or the terms of any agreement with, any employee or director; (d) Except for End-User Licenses granted consistent with past practices, transfer or license to any person or entity, or otherwise extend, amend or modify, any rights to the NAVIO Intellectual Property Rights; or (e) Enter into or amend any agreements pursuant to which any other party is granted most favored customer status or exclusive marketing, distribution or other similar rights with respect to any products of NAVIO.

Restricted Activities and Transactions. Except as otherwise contemplated herein or as set forth in the respective disclosure schedule of the parties hereto or as otherwise consented to in writing by MOTGall of the Combining Companies (other than the Combining Company requesting such consent), from between the date of this Agreement through and the earlier to occur of the Effective Time (as hereinafter defined)or the termination of this Agreement, SoundCity neither IPS, Complete nor I.E. Mxxxxx will, nor will noteach such corporation allow any of its Subsidiaries to: (a) amend Issue or commit to issue any of its Charter capital stock or By-Lawsother ownership or equity interests other than in connection with the exercise of options, warrants or convertible securities existing on the date hereof and listed in their respective Disclosure Schedule; (b) issue, sell Grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its capital stock or convertible securitiesother ownership or equity interests other than pursuant to existing stock option plans to new employees (other than executive officers) consistent with past practice; (c) Declare, set aside, or pay any dividend or distribution or make any other payment with respect to its capital stock or other ownership interests; (d) Directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its Capital Stock; (e) Effect a split or reclassification of any of its Capital Stock or a recapitalization or other reorganization; (f) Amend or otherwise alter its certificate of incorporation, by-laws, or other governing instruments; (g) Enter into or make any change in any of its employee benefit plans or grant any increase in compensation (other than increases in compensation in the ordinary course of business for field and office personnel who are not managers or executives), or except in the ordinary course of business consistent with past practice, provide any severance arrangement involving any of its employees, officers or directors; (h) Except as set forth in Section 8.2(h) of the Complete Disclosure Schedule, acquire control or ownership in any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or substantially all of the assets of any of the foregoing; (i) Except in the ordinary course of business consistent with past practice or with respect to budgeted capital expenditures, enter into or agree to enter into any agreement or transaction involving the incurrence of an obligation to pay an amount in excess of an aggregate of $1,000,000; (j) Create, assume or permit to exist any Lien (other than Permitted Liens) on any of its assets, tangible or intangible, except (i) as permitted under its existing credit facilities and any renewals, modifications or rearrangements thereof on terms and conditions not materially less favorable to the respective borrower or (ii) in the ordinary course of business consistent with past practice; (k) Except in the ordinary course of business consistent with past practice, (i) borrow, or agree to borrow, borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee guaranty or otherwise, any obligation or liability (absolute or contingent)) in excess of $1,000,000, except as permitted under its existing credit facilities and in connection with any renewal, modification or rearrangement thereof which is on terms and conditions not materially less favorable to the respective borrower and which does not provide for an increase in the maximum borrowing amount, (ii) cancel or agree to cancel any debts or claims, (iii) distributelease, leasesublease, sell or transfer, agree to leasesublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, rights having a fair market value in excess of $1,000,000 or (iv) make or permit any adverse amendment to the respective Combining Company, or termination of of, any material contract Complete Material Contract, I.E. Mxxxxx Material Contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangibleIPS Material Contract; (dl) grant Settle any bonus threatened or increase in compensation, pending litigation that is not fully covered by insurance other than bonuses for immaterial consideration or increases given in conformity with past practicefor an amount less than that reserved as of the date hereof for such litigation on its books and records; (em) enter into or make Make any change in any Employee Benefit Programaccounting methods or practices (including changes in reserve or accrual policies), except as required by lawGAAP or other applicable Law; (fn) acquire voting securities Terminate or close any other ownership interest in any corporation, association, joint venture, mutual savings association, partnershipfacility, business trust or other business entity, operation; (o) Enter into or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into agree to be bound by any agreement providing for any of the foregoing; or (g) or permit an Affiliate to enter into or agree to enter into be bound by any agreement with any of its directors, officers, employees or Affiliates that will continue subsequent to the Effective Time, other material agreement than as contemplated by this Agreement or material transaction not in the ordinary course of businessbusiness consistent with past practice; or (p) Commit itself to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise contemplated herein or in the Preliminary OSI Registration Statement or in connection with the OSI Initial Public Offering or as set forth in the respective disclosure schedule of the parties hereto or as otherwise consented to in writing by MOTGa majority of the members of the Special Committee, from excluding the designee of the party requesting such consent, between the date of this Combination Agreement through and the earlier to occur of the Effective Time (as hereinafter defined)or the termination of this Combination Agreement, SoundCity neither OSI, HWC, Sooner nor PTI will, nor will noteach such corporation allow any of its subsidiaries to: (a) amend Issue or commit to issue any of its Charter capital stock or By-Lawsother ownership or equity interests other than in connection with the exercise of options, warrants or convertible securities existing on the date hereof and listed in their respective Disclosure Schedule; (b) issue, sell Grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery of otherwise acquire any such shares or convertible securities; (c) except in the ordinary course of business (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license capital stock or other right to which it is a party ownership or (v) mortgage or pledge any of its assets, tangible or intangible; (d) grant any bonus or increase in compensation, equity interests other than bonuses or increases given in conformity pursuant to existing stock option plans to new employees consistent with past practice; (c) Declare, set aside, or pay any dividend or distribution or make any other payment with respect to its capital stock or other ownership interests, except for preferred stock dividends payable in accordance with the terms of such preferred stock; (d) Directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its capital stock or other ownership or equity interests; (e) enter Effect a split or reclassification of any of its capital stock or a recapitalization or other reorganization; (f) Amend or otherwise alter its articles of incorporation or amalgamation, by-laws, or other governing instruments; (g) Enter into or make any change in any Employee Benefit Programof its employee benefit plans or grant any increase in compensation (other than increases in compensation in the ordinary course of business for field and office personnel who are not managers or executives), except as required by lawor provide any special severance arrangement involving any of its employees, officers or directors; (fh) acquire voting securities Acquire control or ownership in any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with foregoing for a purchase price (including any other entity, or acquire any branch assumed liabilities) in excess of any entity engaged $10,000,000; (i) Except in the ordinary course of business of bankingor as otherwise permitted under this Combination Agreement and except for budgeted capital expenditures, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction involving the incurrence of an obligation to pay an amount in excess of an aggregate of $2,500,000 prior to December 1, 2000 or an aggregate of $5,000,000 prior to May 31, 2001; (j) Create, assume or permit to exist any mortgage, pledge or other lien or encumbrance on any of its assets, tangible or intangible, except (i) as permitted under its existing credit facilities with banks and any renewals, modifications or rearrangements thereof on terms and conditions not materially less favorable to the respective borrower or (ii) in the ordinary course of businessbusiness consistent with past practice; (k) Except as provided in the respective disclosure schedule or in the ordinary and usual course of business and consistent with past practice or as otherwise contemplated or permitted herein, (i) borrow, or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guaranty or otherwise, any obligation or liability (absolute or contingent) in excess of $5,000,000, except as permitted under its existing credit facilities and in connection with any renewal, modification or rearrangement thereof which is on terms and conditions not materially less favorable to the respective borrower and which does not provide for an increase in the maximum borrowing amount, (ii) cancel or agree to cancel any debts or claims, (iii) lease, sublease, sell or transfer, agree to sublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights having a fair market value in excess of $2,500,000 or (iv) make or permit any amendment or termination of any contract, agreement, license or other right to which it is a party; (l) Settle any threatened or pending litigation that is not fully covered by insurance other than for immaterial consideration or for an amount less than that reserved as of the date hereof for such litigation on its books and records; (m) Enter into or agree to be bound by any agreement or permit an Affiliate to enter into or agree to be bound by any agreement with any of its directors, officers, employees or Affiliates that will continue subsequent to the Effective Time, other than as contemplated by this Combination Agreement or in the ordinary course of business consistent with past practice; or (n) Commit itself to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise contemplated herein or as set forth in the Disclosure Letter or as otherwise consented to in writing (such consent not to be unreasonably withheld or delayed) by MOTGall of the Combining Companies (other than the Combining Company requesting such consent), from between the date of this Agreement through and the earlier to occur of the Effective Time (as hereinafter defined)or the termination of this Agreement, SoundCity no Combining Company will, nor will notany Combining Company allow any of its Subsidiaries to: (a) amend Issue or commit to issue any of its Charter Capital Stock or By-Lawsother ownership or equity interests other than in connection with the exercise of options, warrants or convertible securities existing on the date hereof and listed in its respective Disclosure Letter; (b) issue, sell Grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its Capital Stock or convertible securitiesother ownership or equity interests; (c) Declare, set aside, or pay any dividend or distribution or make any other payment with respect to its Capital Stock or other ownership interests; (d) Directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its Capital Stock; (e) Effect a split or reclassification of any of its Capital Stock or a recapitalization or other reorganization; (f) Amend or otherwise alter its certificate of incorporation, by-laws, or other governing instruments; (g) Enter into or make any change in any of its Benefit Plans, except as required by Law, or grant any increase in compensation (other than increases in compensation in the ordinary course of business for field and office personnel who are not managers or executives), or provide any severance arrangement involving any of its employees, officers or directors; (h) Acquire control or ownership in any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or substantially all of the assets of any of the foregoing; (i) Except in the ordinary course of business consistent with past practice or with respect to budgeted capital expenditures, enter into or agree to enter into any agreement or transaction involving the incurrence of an obligation to pay an amount in excess of an aggregate of $1,000,000; (j) Create, assume or permit to exist any Lien (other than Permitted Liens) on any of its assets, tangible or intangible, except (i) as permitted under its existing credit facilities and any renewals, modifications or rearrangements thereof on terms and conditions not materially less favorable to the respective borrower or (ii) in the ordinary course of business consistent with past practice; (k) Except in the ordinary course of business consistent with past practice, (i) borrow, or agree to borrow, borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee guaranty or otherwise, any obligation or liability (absolute or contingent)) in excess of $1,000,000, (ii) cancel or agree to cancel any debts or claims, (iii) distributelease, leasesublease, sell or transfer, agree to leasesublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, rights having a fair market value in excess of $1,000,000 or (iv) make or permit any amendment to to, or termination of of, any material contract Material Contract, which amendment or agreement, license or other right termination is adverse to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangiblethe respective Combining Company; (dl) grant Settle any bonus threatened or increase in compensation, pending litigation that is not fully covered by insurance other than bonuses for immaterial consideration or increases given in conformity with past practicefor an amount less than that reserved as of the date hereof for such litigation on its books and records; (em) enter into or make Make any change in accounting methods or practices (including changes in reserve or accrual policies), or make or change any Employee Benefit Programmaterial Tax elections, except as required by lawGAAP or other applicable Law as applicable; (fn) acquire voting securities Enter into any new line of business, or terminate or close any other ownership interest in any corporation, association, joint venture, mutual savings association, partnershipmaterial facility, business trust or other business entity, operation; (o) Enter into or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into agree to be bound by any agreement providing for any of the foregoing; or (g) or permit an Affiliate to enter into or agree to enter into be bound by any agreement with any of its directors, officers, employees or Affiliates that will continue subsequent to the Effective Time, other material agreement than as contemplated by this Agreement or material transaction not in the ordinary course of businessbusiness consistent with past practice; or (p) Commit itself to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise contemplated herein or in connection with the SWSI Initial Public Offering or as otherwise consented to in writing by MOTGthe holders of the percentages of limited partner interests of Superior Ltd. and Bradford Ltd. set forth in Section 10.1(d), from between the date of this Contribution Agreement through and the earlier to occur of the Effective Time or the termination of this Contribution Agreement, (as hereinafter defined)i) neither the Superior Partners nor the Bradford Partners shall sell, SoundCity transfer or otherwise deliver their respective partnership interests and (ii) SWSI will notnot and neither the Superior Partners nor the Bradford Partners will cause Superior Ltd., Bradford Ltd. or New GP to: (a) amend issue or commit to issue any of its Charter capital stock or By-Lawsother ownership or equity interests; (b) issue, sell grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its capital stock or convertible securitiesother ownership or equity interests; (c) declare, set aside, or pay any dividend or distribution or make any other payment with respect to its capital stock or other ownership interests except in the ordinary and usual course of business (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible; (d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity and consistent with past practice; (d) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its capital stock or other ownership or equity interests; (e) effect a split or reclassification of any of its capital stock or a recapitalization or other reorganization; (f) amend or otherwise alter its articles of incorporation, bylaws, limited liability agreement or limited partnership agreement or other governing instruments; (g) enter into or make any change in any Employee Benefit Programof its employee benefit plans or grant any increase in compensation (other than increases in compensation in the ordinary course of business for field and office personnel who are not managers or executives), except as required by lawor provide any special severance arrangement involving any of its employees, officers or directors; (fh) acquire voting securities control or ownership in any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with foregoing for a purchase price (including any other entity, or acquire any branch assumed liabilities) in excess of any entity engaged $5,000,000; (i) except in the ordinary course of business of bankingor as otherwise permitted under this Contribution Agreement and except for budgeted capital expenditures, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction involving the incurrence of an obligation to pay an amount in excess of an aggregate of $2,000,000; (j) create, assume or permit to exist any Lien on any of its assets, tangible or intangible, except (i) as permitted under its existing credit facilities with banks and any renewals, modifications or rearrangements thereof on terms and conditions not materially less favorable to the respective borrower or (ii) in the ordinary course of businessbusiness consistent with past practice; (k) except as in the ordinary and usual course of business and consistent with past practice or as otherwise contemplated or permitted herein, (i) borrow, or agree to borrow any funds or voluntarily incur, assume or become subject to, whether directly or by way of guaranty or otherwise, any obligation or liability (absolute or contingent) in excess of $5,000,000, except as permitted under its existing credit facilities and in connection with any renewal, modification or rearrangement thereof which is on terms and conditions not materially less favorable to the respective borrower and which does not provide for an increase in the maximum borrowing amount, (ii) cancel or agree to cancel any debts or claims, (iii) lease, sublease, sell or transfer, agree to sublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights having a fair market value in excess of $2,000,000 or (iv) make or permit any material amendment or termination of any material contract, agreement, license or other right to which it is a party; (l) settle any threatened or pending litigation that is not fully covered by insurance other than for immaterial consideration or for an amount less than that reserved as of the date hereof for such litigation on its books and records; or (m) commit itself to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise consented to CW shall not engage in writing by MOTG, from any of the date of this Agreement through following activities or transactions without the Effective Time (as hereinafter defined), SoundCity will notprior written approval NET: (a) amend its Charter certificate of incorporation or Byby-Lawslaws; (b) except for issuances of CW Common Stock pursuant to outstanding options, issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity CW Common Stock or any securities convertible into any such sharesor exchangeable for CW Common Stock, or grant or issue, or agree to grant or issue, any options, warrants, incentive awards or other rights calling for the issuance, sale or delivery of to acquire any such shares or convertible securities; (c) except in the ordinary course of business (i) borrow, borrow or agree to borrow, borrow any funds or voluntarily incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel other than indebtedness for money borrowed from NET and any other liability incurred in the ordinary course of business, or issue, sell or deliver, or agree to cancel any debts or claims, (iii) distribute, leaseissue, sell or transferdeliver, agree any bonds, debentures, notes or other debt securities; (d) declare or pay any dividend or make any distribution on or in respect of CW Common Stock, whether in cash, stock or property or, directly or indirectly, redeem, purchase or otherwise acquire any CW Common Stock or make any other distribution of its assets to leasethe holders of CW Common Stock; (e) sell, sell transfer or transferacquire, or grant or agree to grant any preferential rights to lease sell, transfer or acquire, any of its assets, property properties or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible, other than in the ordinary course of business and for consideration at least equal to the fair market value of the properties or assets transferred; (df) except as specifically permitted by this agreement, enter into any contract, agreement, lease or understanding, other than any contract, agreement, lease or understanding entered into in the ordinary course of business that is not material; (g) grant any bonus or increase in compensation, other than bonuses hire any additional employees or increases given in conformity with past practiceenter into any employment agreement; (eh) enter into become liable for or make any material change in any Employee Benefit Programprofit-sharing, bonus, deferred compensation, insurance, pension, retirement or other employee or executive benefit plan, payment or arrangement, except as required by law; (fi) acquire voting securities except as contemplated by this agreement, merge or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of bankingstock or, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not except in the ordinary course of business, any business, property or assets of any other person or entity; (j) except as required by law or by subsequently promulgated generally accepted accounting principles, alter the manner of keeping its books, accounts or records, or alter the accounting practices reflected in such books, accounts or records; or (k) take any other action that would cause any of CW's representations and warranties in this agreement not to be true and correct in all material respects on and as of the Effective Time with the same force and effect as if made on and as of the Effective Time.

Restricted Activities and Transactions. Except as otherwise consented to in writing by MOTG, from From the date of this Agreement through agreement until the Effective Time (as hereinafter defined)Time, SoundCity will notInvino shall not engage in any of the following activities or transactions, without the prior written approval NET: (a) amend its Charter certificate of incorporation or Byby-Lawslaws; (b) except for issuances of Invino Common Stock pursuant to outstanding options, issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity Invino Stock or any securities convertible into any such sharesor exchangeable for Invino Stock, or grant or issue, or agree to grant or issue, any options, warrants, incentive awards or other rights calling for the issuance, sale or delivery of to acquire any such shares or convertible securities; (c) except in the ordinary course of business (i) borrow, borrow or agree to borrow, borrow any funds or voluntarily incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel other than indebtedness for money borrowed from NET and any other liability incurred in the ordinary course of business, or issue, sell or deliver, or agree to cancel any debts or claims, (iii) distribute, leaseissue, sell or transferdeliver, agree any bonds, debentures, notes or other debt securities; (d) declare or pay any dividend or make any distribution on or in respect of Invino Stock, whether in cash, stock or property or, directly or indirectly, redeem, purchase or otherwise acquire any Invino Stock or make any other distribution of its assets to leasethe holders of Invino Stock; (e) sell, sell transfer or transferacquire, or grant or agree to grant any preferential rights to lease sell, transfer or acquire, any of its assets, property properties or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible, other than in the ordinary course of business and for consideration at least equal to the fair market value of the properties or assets transferred; (df) except as specifically permitted by this agreement, enter into any contract, agreement, lease or understanding, other than any contract, agreement, lease or understanding entered into in the ordinary course of business that is not material; (g) grant any bonus or increase in compensation, other than bonuses hire any additional employees or increases given in conformity with past practiceenter into any employment agreement; (eh) enter into become liable for or make any material change in any Employee Benefit Programprofit-sharing, bonus, deferred compensation, insurance, pension, retirement or other employee or executive benefit plan, payment or arrangement, except as required by law; (fi) acquire voting securities except as contemplated by this agreement, merge or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of bankingstock or, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not except in the ordinary course of business, any business, property or assets of any other person or entity; (j) except as required by law or by subsequently promulgated generally accepted accounting principles, alter the manner of keeping its books, accounts or records, or alter the accounting practices reflected in such books, accounts or records; or (k) take any other action that would cause any of Invino's representations and warranties in this agreement not to be true and correct in all material respects on and as of the Effective Time with the same force and effect as if made on and as of the Effective Time.

Restricted Activities and Transactions. Except as otherwise consented to in writing by MOTGTSI, from the date of this Agreement through hereof and prior to the Effective Time (as hereinafter defined), SoundCity of the Merger the Company will not: (a) 4.2.1 amend its Charter articles of incorporation or Byby-Lawslaws; (b) 4.2.2 issue, sell or deliver, or agree to issue, sell or deliver, or grant, or declare any stock dividend or stock split with respect to, any shares of any class of capital stock of SoundCity the Company or any securities convertible into any such sharesshares or convertible into securities in turn so convertible, or any options, warrants, warrants or other rights calling for the issuance, sale or delivery of any such shares or convertible securities; (c) 4.2.3 mortgage, pledge or xxxxx x xxxx upon any of its assets, tangible or intangible; 4.2.4 except in the ordinary course of business (and consistent with past practice), (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any material debts or claims, (iii) distribute, lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its material assets, property or rights, or (iv) make or permit any substantive amendment to or termination of any material contract or contract, agreement, license or other right to of which it is a party or (v) mortgage or pledge any of its assets, tangible or intangibleparty; (d) grant any bonus or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) 4.2.5 enter into or make any change in any Employee Benefit Programthe Plan, except as required by to conform to applicable law, or materially amend or terminate any other existing employee benefit plan, or adopt any new employee benefit plan; (f) 4.2.6 acquire voting securities control or ownership of any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; 4.2.7 directly or indirectly solicit, encourage or authorize any individual, corporation or entity (including without limitation its directors, officers, employees, attorneys, accountants and investment bankers) to directly or indirectly solicit or encourage any inquiry, proposal, offer or possible offer from a third party relating to or enter into any agreement for (i) the purchase of shares of any class of capital stock of the Company or any securities convertible into any such shares or convertible into securities in turn so convertible, or the acquisition of any option, warrant or other right to purchase or otherwise acquire any such shares or convertible securities, (ii) a tender or exchange offer for any shares of Company Common Stock, (iii) a purchase, lease or other acquisition of all or a substantial portion of the assets of the Company, any product line or line of business of the Company or any other material asset of the Company, or (iv) a merger, consolidation or other combination involving the Company; oror provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or entity in furtherance of any such inquiry, proposal, offer or possible offer. The Company will instruct its agents (including without limitation its directors, officers, attorneys, accountants and investment bankers) not to take any action which the Company is prohibited from taking pursuant to this Section 4.2.7 hereof. (g) 4.2.8 except in the ordinary course of business, and except as provided herein with respect to the Xxxxxx Option, enter into or agree to enter into any transaction, or incur or discharge any obligation or liability, material to the business of the Company; 4.2.9 except for Medical Reimbursements and Tax Distributions complying with Section IA.2, declare or pay any dividend on its capital stock in cash, stock or property, or redeem, purchase or otherwise acquire any shares of Company Common Stock or any options or warrants to purchase Company Common Stock; 4.2.10 enter into any material licensing arrangement or other contract; 4.2.11 settle any pending litigation in a manner that is materially adverse to the Company or commence any material agreement litigation; 4.2.12 increase the compensation payable to any of its employees, or material transaction not accrue or, except for bonuses accrued in or reflected in the ordinary course Balance Sheet included in the December 31, 1994, Annual Statements, pay any bonuses or other payments other than regular compensation to any employee or consultant; or 4.2.13 take any action which will prevent any of businessits warranties and representations herein from being true in all material respects as of the Effective Time of the Merger.

Restricted Activities and Transactions. Except as otherwise consented to contemplated herein or in writing by MOTGthe Registration Statement, from between the date of this Agreement through and the earlier to occur of the Effective Time or the termination of this Agreement, (as hereinafter defined)a) the Owners shall not sell, SoundCity will transfer or otherwise deliver their respective partnership interests in WRC, (b) the Partners shall not sell, transfer or otherwise deliver their respective partnership interests in MergerSub and (c) WNR shall not, and the Owners shall cause WRC not, and the Partners shall cause MergerSub not, to: (ai) amend issue or commit to issue any of its Charter capital stock, partnership interests or By-Lawsother ownership or equity interests; (bii) issue, sell grant or deliver, or agree commit to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or grant any options, warrants, convertible securities or other rights calling for the issuanceto subscribe for, sale purchase or delivery otherwise acquire any shares of any such shares its capital stock, partnership interests or convertible securitiesother ownership or equity interests; (ciii) declare, set aside, or pay any dividend or distribution or make any other payment with respect to its capital stock, partnership interests or other ownership interests except in the ordinary course and consistent with past practice; (iv) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any of its capital stock, partnership interests or other ownership or equity interests; (v) effect a split or reclassification of any of its capital stock or a recapitalization or other reorganization; (vi) amend or otherwise alter its certificate of incorporation, bylaws, certificate of limited partnership or limited partnership agreement or other governing instruments; (vii) enter into or make any change in any of its employee benefit plans or grant any increase in compensation (other than increases in compensation in the ordinary course of business), or provide any special severance arrangement involving any of its employees, officers or directors; (viii) create, assume or permit to exist any Lien on any of its assets, tangible or intangible, except (A) Permitted Liens or (B) in the ordinary course of business consistent with past practice; (ix) except in the ordinary course of business consistent with past practice or as otherwise contemplated or permitted in this Agreement or the Registration Statement, (iA) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee guaranty or otherwise, any obligation or liability (absolute or contingent)) in excess of $5,000,000, except as permitted under its existing credit facilities and in connection with any renewal, modification or rearrangement thereof which is on terms and conditions not materially less favorable to the respective borrower and which does not provide for an increase in the maximum borrowing amount, (iiB) cancel or agree to cancel any debts or claims, (iiiC) distributelease, leasesublease, sell or transfer, agree to leasesublease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights, rights having a fair market value in excess of $2,000,000 or (ivD) make or permit any material amendment to or termination of any material contract or contract, agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangibleparty; (dx) grant settle any bonus threatened or increase in compensation, pending litigation that is not fully covered by insurance other than bonuses for immaterial consideration or increases given in conformity with past practice;for an amount less than that reserved as of the date hereof for such litigation on its books and records; or (exi) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of commit itself to do any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not in the ordinary course of business.

Restricted Activities and Transactions. Except as otherwise consented to in writing by MOTGReunion or contemplated by this Agreement, or as resulting from the date consummation of the transactions contemplated by this Agreement through Agreement, prior to the Effective Time (as hereinafter defined), SoundCity Closing Chatwins will not: (a) amend its Charter Certificate of Incorporation or By-Lawslaws; (b) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securities; (c) except in the ordinary course of business and substantially in accordance with past practices, (i) borrow, borrow or agree to borrow, borrow any funds or mortgage or pledge any of its assets, tangible or intangible, (ii) voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any material obligation or liability (absolute or contingent), (iiiii) cancel or agree to cancel any material debts or claims, or (iiiiv) distribute, lease, sell sell, transfer or transferencumber, agree to lease, sell sell, transfer or transferencumber, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights; (c) except as set forth on the Schedules hereto, (ivi) make grant any increase in compensation or permit any amendment to or termination of any material contract or agreementbenefits, license or other right to which it is a party or (vii) mortgage make, pay or pledge accrue any bonuses, pension, profit sharing or similar payment to any director, officer or employee of its assetsChatwins other than payment of 1998 performance bonuses accrued as of December 31, tangible or intangible1998; (d) grant any bonus acquire control or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or ownership of any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of corporation or enter into any agreement providing for any of the foregoing; or; (ge) enter into except as set forth on the Schedules hereto or agree to enter into any other material agreement or material transaction not in the ordinary course of businessbusiness consistent with past practice, hire any additional professional personnel or make any change in the responsibilities or office of any officer of Chatwins; (f) except as set forth on the Schedules hereto or in the ordinary course of business consistent with past practice, enter into any material contract or agreement or materially modify any existing material agreement; (g) declare, set aside, make or pay any dividend or other distribution with respect to its capital stock, or retire or redeem any of such capital stock, or take any action which would have an effect equivalent to any of the foregoing; or (h) agree or commit to do any of the foregoing. Notwithstanding the foregoing, Chatwins may (i) enter into a purchase and sale agreement with respect to its Xxxxx Division on substantially the terms contemplated by the Letter of Intent, dated May 28, 1999, between Chatwins and Alabama Metal Industries Corporation, as amended on July 12, 1999, and consummate the transactions contemplated thereby (the "Xxxxx Sale") and (ii) sell its Shanghai Xxxxx operations at the fair value thereof, as determined in good faith by the Board of Directors of Chatwins (the "Shanghai Disposition").

Restricted Activities and Transactions. Except as otherwise consented --------------------------------------- to in writing by MOTG, Reunion or contemplated by this Agreement or as resulting from the date consummation of the transactions contemplated by this Agreement through Agreement, prior to the Effective Time (as hereinafter defined), SoundCity Closing SAC will not: (a) amend its Charter Certificate of Incorporation or By-Lawslaws; (b) issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity or any securities convertible into any such shares, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securities; (c) except in the ordinary course of business and substantially in accordance with past practices, (i) borrow, borrow or agree to borrow, borrow any funds or mortgage or pledge any of its assets, tangible or intangible, (ii) voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any material obligation or liability (absolute or contingent), (iiiii) cancel or agree to cancel any material debts or claims, or (iiiiv) distribute, lease, sell sell, transfer or transferencumber, agree to lease, sell sell, transfer or transferencumber, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights; (c) except as set forth on the Schedules hereto, (ivi) make grant any increase in compensation or permit any amendment to or termination of any material contract or agreementbenefits, license or other right to which it is a party or (vii) mortgage make, pay or pledge accrue any bonuses, pension, profit sharing or similar payment to any director, officer or employee of its assetsSAC other than payment of 1998 performance bonuses accrued as of December 31, tangible or intangible1998; (d) grant any bonus acquire control or increase in compensation, other than bonuses or increases given in conformity with past practice; (e) enter into or make any change in any Employee Benefit Program, except as required by law; (f) acquire voting securities or ownership of any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of banking, or directly or indirectly solicit or authorize the solicitation of corporation or enter into any agreement providing for any of the foregoing; or; (ge) enter into except as set forth on the Schedules hereto or agree to enter into any other material agreement or material transaction not in the ordinary course of businessbusiness consistent with past practice, hire any additional professional personnel or make any change in the responsibilities or office of any officer of SAC; (f) except as set forth on the Schedules hereto or in the ordinary course of business consistent with past practice, enter into any material contract or agreement or materially modify any existing material agreement; (g) declare, set aside, make or pay any dividend or other distribution with respect to its capital stock, or retire or redeem any of such capital stock, or take any action which would have an effect equivalent to any of the foregoing; or (h) agree or commit to do any of the foregoing.

Restricted Activities and Transactions. Except as otherwise consented to CP shall not engage in writing by MOTG, from any of the date following activities or transactions without the prior written approval of this Agreement through the Effective Time (as hereinafter defined), SoundCity will notat least one Net representative on CP's board of managers: (a) amend its Charter certificate of formation or By-Lawsamended and restated limited liability company agreement; (b) except for issuances of CP Common Units pursuant to outstanding options, issue, sell or deliver, or agree to issue, sell or deliver, any shares of any class of capital stock of SoundCity CP Common Units or any securities convertible into any such sharesor exchangeable for CP Common Units, or grant or issue, or agree to grant or issue, any options, warrants, incentive awards or other rights calling for the issuance, sale or delivery of to acquire any such shares or convertible securities; (c) except in the ordinary course of business (i) borrow, borrow or agree to borrow, borrow any funds or voluntarily incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel other than indebtedness for borrowed money incurred in the ordinary course of business pursuant to existing loan agreements or lines of credit and any other liability incurred in the ordinary course of business, or issue, sell or deliver, or agree to cancel any debts or claims, (iii) distribute, leaseissue, sell or transferdeliver, agree to leaseany bonds, sell debentures, notes or transferother debt securities; (d) sell, transfer or grant acquire, or agree to grant any preferential rights to lease sell, transfer or acquire, any of its assets, property properties or rights, (iv) make or permit any amendment to or termination of any material contract or agreement, license or other right to which it is a party or (v) mortgage or pledge any of its assets, tangible or intangible, other than in the ordinary course of business and for consideration at least equal to the fair market value of the properties or assets transferred; (de) except as specifically permitted by this agreement, enter into any contract, agreement, lease or understanding, other than any contract, agreement, lease or understanding entered into in the ordinary course of business that is not material; (f) grant any bonus or increase in compensationcompensation or enter into any employment agreement, other than bonuses or increases given in conformity the ordinary course consistent with past practice; (eg) enter into become liable for or make any material change in any Employee Benefit Programprofit-sharing, bonus, deferred compensation, insurance, pension, retirement or other employee or executive benefit plan, payment or arrangement, except as required by law; (fh) acquire voting securities except as contemplated by this agreement, merge or any other ownership interest in any corporation, association, joint venture, mutual savings association, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or merge, consolidate or otherwise combine with any other entity, or acquire any branch of any entity engaged in the business of bankingstock or, or directly or indirectly solicit or authorize the solicitation of or enter into any agreement providing for any of the foregoing; or (g) enter into or agree to enter into any other material agreement or material transaction not except in the ordinary course of business, any business, property or assets of any other person or entity; (i) except as required by law or by subsequently promulgated generally accepted accounting principles, alter the manner of keeping its books, accounts or records, or alter the accounting practices reflected in such books, accounts or records; or (j) take any other action that would cause any of CP's representations and warranties in this agreement not to be true and correct in all material respects on and as of the date of the Closing with the same force and effect as if made on and as of the date of the Closing.