Common use of Restricted Activities and Transactions Clause in Contracts

Restricted Activities and Transactions. Except as otherwise consented to in writing by Purchaser, from the date hereof and through the Effective Time of the Merger the Company will not: 4.2.1 amend its articles of incorporation or by-laws; 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 the Company or any securities convertible into any such shares 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 securities; 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) 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 or termination of any material contract, agreement, license or other right of which it is a party; 4.2.5 materially amend or terminate any existing employee benefit plan or adopt any new employee benefit plan; 4.2.6 acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, 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; or 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. 4.2.8 except in the ordinary course of business, 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 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 except in the ordinary course of business, 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 litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to any of its employees, or accrue or 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 its 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 in writing by Without the prior written consent of the Purchaser, from the date hereof and through the Effective Time Company shall not engage in (or commit or agree to engage in) any one or more of the Merger the Company will not: 4.2.1 amend its articles following activities or transactions: (a) directly or 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 incorporation goods), whether now owned or by-laws; 4.2.2 issuehereafter acquired, sell or deliverany income or profits therefrom; (b) except as specifically provided for herein, transfer, or agree to issue, sell or deliver, or grant, or declare any stock dividend or stock split with respect totransfer, any shares part of the Company'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 rights to purchase any of the Company's assets, properties or rights or requiring the consent of any class of capital stock of party to the Company or any securities convertible into any such shares or convertible into securities in turn so convertible, or any options, warrants or other rights calling for the issuance, sale or delivery Transfer of any such shares or convertible securities; 4.2.3 mortgage, pledge or xxxxx x xxxx upon any of its assets, tangible properties or intangible; 4.2.4 rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval 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 (and consistent in accordance with past practice), practice and in no event for a term in excess of one year; (ih) 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) 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 or termination of any material contract, agreement, license or other right of which it is a party; 4.2.5 materially amend or terminate any existing employee benefit plan or adopt any new employee benefit plan; 4.2.6 acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, or enter into any agreement providing for any of the foregoing; 4.2.7 directly compromise 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 settlement of any class of capital stock of the Company Action affecting 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; or 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. 4.2.8 except in the ordinary course of business, 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 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 except in the ordinary course of business, enter into any material licensing arrangement or other contract; 4.2.11 settle any pending litigation in a manner that is materially adverse relating to the Company or commence any material litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to Business or any of its employeesproperties or assets; (i) purchase any capital items over $10,000, individually or accrue in the aggregate, (j) incur any additional Liabilities, except as specifically permitted in this Agreement, (k) do or pay permit to occur any bonuses of the things referred to in Section 5.9(b) hereof; (l) amend its Articles of Incorporation or By-Laws; (m) merge or consolidate with or into any other payments other than regular compensation to any employee corporation or consultantcorporation; or 4.2.13 take any action which will prevent (n) issue or sell any of its warranties and representations herein from being true stock, authorize any such issuance or sale, or accept or take subscriptions therefor; (o) pay any dividends or other distributions or payments on account of or in all material respects as connection with its capital stock, including the Shares; or (p) otherwise take any other Action or permit any other event to occur which would result in a breach of any of the Effective Time of the Mergerrepresentations or warranties set forth in Article V hereof.

Restricted Activities and Transactions. Except as otherwise consented to in writing by PurchaserBuyer, from the date hereof and through the Effective Time of the Merger the Company will not: 4.2.1 (a) amend its articles Articles of incorporation Incorporation or byBy-lawsLaws; 4.2.2 (b) 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 the Company or any securities convertible into any such shares 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 securities; 4.2.3 (c) mortgage, pledge or xxxxx x xxxx grant a lien upon any of its assets, tangible or intangibleintxxxxxxx; 4.2.4 (d) 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, except to officers, (iii) 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 or termination of any material contract, agreement, license or other right of which it is a party; 4.2.5 (e) materially amend or terminate any existing employee benefit plan or adopt any new employee benefit plan; 4.2.6 (f) acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, or enter into any agreement providing for any of the foregoing; 4.2.7 (g) 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; or 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 attorneys and investment bankersaccountants) not to take any action which the Company is prohibited from taking pursuant to this Section 4.2.7 hereof5.2 (g). 4.2.8 (h) except in the ordinary course of business, 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 declare or pay any dividend on its capital stock in cash, stock or property, or (i) redeem, purchase or otherwise acquire any shares of Company Common Stock or any options or warrants to purchase Company Common Stock; 4.2.10 (j) except in the ordinary course of business, enter into any material licensing arrangement or other contract; 4.2.11 (k) settle any pending litigation in a manner that is materially adverse to the Company or commence any material litigation; 4.2.12 (l) except in the ordinary course of business, increase the compensation payable to any of its employees, or accrue or pay any bonuses or other payments other than regular compensation to any employee or consultantconsultants, except monies which may be paid to officers and shareholders to reduce cash and cash equivalents to the level required by this Agreement; or 4.2.13 (m) take any action which will prevent any of its 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 provided herein or as otherwise consented to in writing by PurchaserHomeSeekers, from the date hereof upon execution of this Agreement and through prior to the Effective Time of the Merger the Company Time, REI will not: 4.2.1 amend its articles (a) propose, adopt or permit an amendment of incorporation REI's Articles of Incorporation or by-lawsREI's Bylaws; 4.2.2 (b) issue, sell sell, encumber or deliver, or agree to issue, sell sell, encumber or deliver, or grant, or declare any stock dividend or stock split with respect to, any shares of any class of capital stock of the Company REI or any securities convertible into any such shares 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 securitiessecurities or authorize or propose any change in its equity capitalization; 4.2.3 mortgage(c) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock, (d) mortgage or pledge or xxxxx x xxxx upon any of its assets, tangible or intangible; 4.2.4 (e) except in the ordinary course of business (and consistent with past practice), 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 material debts or claims, (iii) 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 rightsrights (except for (A) dispositions of obsolete or worthless assets, (B) sales of immaterial assets not in excess of $10,000 in the aggregate and (C) leases of equipment in the ordinary course of business pursuant to commitments as set forth in the REI Disclosure Schedule), or (iv) make or permit any substantive amendment material amendments or termination of any material contract, agreement, license or other right of to which it is a party; 4.2.5 materially amend (f) grant any increase in compensation to any employee or terminate any existing employee benefit plan director (except for annual increases in salary or wages of, and bonus grants made to, employees in the ordinary course of business consistent with past practice, which increases or grants have been consented to in writing by HomeSeekers and have been listed in the REI Disclosure Schedule), or adopt any new employee benefit planPlan or similar arrangements or agreements (except in each case as specifically provided in this Agreement or as required by law), or enter into or amend any employment, severance or similar arrangement; 4.2.6 (g) accelerate, amend or change the period of exercisability of any rights to purchase securities of REI or change the vesting period of any restricted stock of REI or authorize cash payments in exchange for any outstanding REI Options; (h) hire any management personnel or terminate any employee of REI, except in the ordinary course of business involving a person with an annual salary of less than $30,000 and only (in the case of a new hire) pursuant to an at-will arrangement without any severance benefits; (i) acquire control or ownership of any other corporation, association, joint venture, 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 enter into any agreement providing for any of the foregoing; 4.2.7 directly incorporate 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 convertibleform, or the acquisition of cause to be incorporated or formed, any optioncorporation, warrant association, joint venture, partnership, business trust or other right to purchase business entity, or merge, consolidate or otherwise combine with any other corporation (except as provided for in this Agreement), or otherwise acquire or agree to acquire any such shares assets which are material, individually or convertible securitiesin the aggregate, to the REI Business; (iij) a tender transfer any REI assets or exchange offer for liabilities to any shares new REI Subsidiary; (k) pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of Company Common Stock, (iii) a purchase, lease or other acquisition of all or a substantial portion of in the assets of the Company, any product line or line ordinary course of business consistent with past practice of liabilities reflected or reserved against in the Company or any other material asset of the Company, or REI Financial Statements; (ivl) a merger, consolidation or other combination involving the Company; or 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. 4.2.8 except in the ordinary course of business, enter into or agree to enter into any transaction, or incur or discharge any obligation or liability, transaction material to the business of the CompanyREI's Business; 4.2.9 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 (m) except in the ordinary course of business, transfer or license to any person or entity, or otherwise extend, amend or modify, any rights to the REI Intellectual Property Rights; (n) 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 REI; (o) violate, amend or otherwise modify the material terms of any of the contracts set forth on the REI Disclosure Schedule; (p) commence a lawsuit other than for the routine collection of bills or to enforce REI's rights under this Agreement, or settle a lawsuit; (q) change the accounting methods or practices followed by REI, including any change in any assumption underlying, or method of calculating, any bad debt, contingency or other reserve, except as may be required by changes in generally accepted accounting principles, make or change any material Tax election, adopt or change any Tax accounting method, file any material Return or any amendment to a material Return, enter into any material licensing arrangement closing agreement, settle any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, without the prior consent of HomeSeekers, which consent will not be unreasonably withheld (for purposes of this covenant a "material" Tax Return, closing agreement, Tax claim or assessment shall mean a Tax liability with respect to each such item in excess of $10,000); (r) take any action that would result in any of the representations and warranties of REI set forth in this Agreement becoming untrue; (s) make any changes in its investment portfolio other than the reinvestment of the proceeds of maturing, redeemed or prepaid securities, obligations or other contractinvestments into United States Treasury securities maturing ninety (90) days or less from the date of investment; 4.2.11 settle (t) allow or permit to be done any pending litigation in a manner that is materially adverse to the Company or commence any material litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to act by which any of its employeesinsurance policies may be suspended, impaired or accrue or pay canceled; (u) fail to comply in any bonuses or other payments other than regular compensation material respect with all laws applicable to any employee or consultantit; or 4.2.13 take any action which will prevent (v) authorize or propose any of its warranties and representations herein from being true in all material respects as the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the Effective Time of the Mergerforegoing.

Restricted Activities and Transactions. Except as otherwise consented to in writing by PurchaserSEMCO, from the date hereof and through the Effective Time of the Merger the Company will not: 4.2.1 amend its articles Articles of incorporation Incorporation or by-lawsBylaws; 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 the Company or any securities convertible into any such shares 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 securities; 4.2.3 mortgage, pledge or xxxxx gxxxx 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) 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 or termination of any material contract, agreement, license or other right of which it is a party; 4.2.5 enter into or make any change in the Plan, except as required to conform to applicable law, or materially amend or terminate any other existing employee benefit plan plan, or adopt any new employee benefit plan; 4.2.6 acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, 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 with out 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; or 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 hereof4.2.7. 4.2.8 except in the ordinary course of business, 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 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;, except that Shareholder may withdraw cash from the Company in an amount which is equivalent to the income tax on the Company's taxable income allocated to Shareholder attributable to activities of the Company for the period from January 1, 1998 to the Closing, assuming a tax rate of 39.6%. 4.2.10 except in the ordinary course of business, 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 litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to any of its employees, or accrue or 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 its 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 provided herein or as otherwise consented to in writing by PurchaserConceptus, from the date hereof and through prior to the Effective Time of the Merger the Company Time, Microgyn will not: 4.2.1 amend its articles (a) propose, adopt or permit an amendment of incorporation Microgyn's Articles of Organization or by-lawsMicrogyn's Bylaws; 4.2.2 (b) issue, sell sell, encumber or deliver, or agree to issue, sell sell, encumber or deliver, or grant, or declare any stock dividend or stock split with respect to, any shares of any class of capital stock of the Company Microgyn or any securities convertible into any such shares 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 securitiessecurities (except pursuant to the conversion of securities convertible into Microgyn Capital Stock and outstanding as of the date hereof) or authorize or propose any change in its equity capitalization; 4.2.3 mortgage(c) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock, (d) mortgage or 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) 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 rightsrights (except for (A) dispositions of obsolete or worthless assets, (B) sales of immaterial assets not in excess of $5,000 in the aggregate and (C) leases of equipment in the ordinary course of business pursuant to commitments as set forth in the Microgyn Disclosure Schedule), or (iv) make or permit any substantive amendment material amendments or termination of any material contract, agreement, license or other right of to which it is a party; 4.2.5 materially (f) grant any increase in compensation to any employee or director (except for annual increases in salary or wages of, and bonus grants made to, employees in the ordinary course of business consistent with past practice, which increases or grants have been consented to in writing by Conceptus and have been listed in the Microgyn Disclosure Schedule), or amend or terminate in any existing employee benefit plan respect the terms of any Microgyn Employee Plan or adopt any new employee benefit planMicrogyn Employee Plan or similar arrangements or agreements (except in each case as specifically provided in this Agreement or as required by law), or enter into or amend any employment, severance or similar arrangement; 4.2.6 (g) hire any management personnel or terminate any employee of Microgyn , except in the ordinary course of business involving a person with an annual salary of less than $25,000 and only (in the case of a new hire) pursuant to an at-will arrangement without any severance benefits; (h) acquire control or ownership of any other corporation, association, joint venture, 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 enter into any agreement providing for any of the foregoing; 4.2.7 directly incorporate 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 convertibleform, or the acquisition of cause to be incorporated or formed, any optioncorporation, warrant association, joint venture, partnership, business trust or other right to purchase business entity, or merge, consolidate or otherwise combine with any other corporation (except as provided for in this Agreement), 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; or 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. 4.2.8 except in the ordinary course of business, enter into or agree to enter into acquire any transactionassets which are material, individually or incur or discharge any obligation or liabilityin the aggregate, material to the business of the CompanyMicrogyn Business; 4.2.9 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 except in the ordinary course of business, 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 litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to any of its employees, or accrue or 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 its 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 provided herein or as otherwise consented to in writing by PurchaserHomeSeekers, from the date hereof and through prior to the Effective Time of the Merger the Company Date, ISG will not: 4.2.1 amend its articles (a) propose, adopt or permit an amendment of incorporation ISG's Articles of Incorporation or by-lawsISG's Bylaws; 4.2.2 (b) issue, sell sell, encumber or deliver, or agree to issue, sell sell, encumber or deliver, or grant, or declare any stock dividend or stock split with respect to, any shares of any class of capital stock of the Company ISG or any securities convertible into any such shares 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 securitiessecurities or authorize or propose any change in its equity capitalization; 4.2.3 mortgage(c) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock, (d) mortgage or 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) 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 rightsrights (except for (A) dispositions of obsolete or worthless assets, (B) sales of immaterial assets not in excess of $10,000 in the aggregate and (C) leases of equipment in the ordinary course of business pursuant to commitments as set forth in the ISG Disclosure Schedule), or (iv) make or permit any substantive amendment material amendments or termination of any material contract, agreement, license or other right of to which it is a party; 4.2.5 materially (f) grant any increase in compensation to any employee or director (except for annual increases in salary or wages of, and bonus grants made to, employees in the ordinary course of business consistent with past practice, which increases or grants have been consented to in writing by HomeSeekers and have been listed in the ISG Disclosure Schedule), or amend or terminate in any existing employee benefit plan respect the terms of any Plan or adopt any new employee benefit planPlan or similar arrangements or agreements (except in each case as specifically provided in this Agreement or as required by law), or enter into or amend any employment, severance or similar arrangement; 4.2.6 (g) accelerate, amend or change the period of exercisability of any rights to purchase securities of ISG or change the vesting period of any restricted stock of ISG or authorize cash payments in exchange for any outstanding ISG Options; (h) hire any management personnel or terminate any employee of ISG, except in the ordinary course of business involving a person with an annual salary of less than $24,000 and only (in the case of a new hire) pursuant to an at-will arrangement without any severance benefits; (i) acquire control or ownership of any other corporation, association, joint venture, 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 enter into any agreement providing for any of the foregoing; 4.2.7 directly incorporate 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 convertibleform, or the acquisition of cause to be incorporated or formed, any optioncorporation, warrant association, joint venture, partnership, business trust or other right to purchase business entity, or merge, consolidate or otherwise combine with any other corporation (except as provided for in this Agreement), or otherwise acquire or agree to acquire any such shares assets which are material, individually or convertible securitiesin the aggregate, to the ISG Business; (iij) a tender pay, discharge or exchange offer for satisfy any shares claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of Company Common Stock, (iii) a purchase, lease or other acquisition of all or a substantial portion of in the assets of the Company, any product line or line ordinary course of business consistent with past practice of liabilities reflected or reserved against in the Company or any other material asset of the Company, or ISG Financial Statements; (ivk) a merger, consolidation or other combination involving the Company; or 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. 4.2.8 except in the ordinary course of business, enter into or agree to enter into any transactiontransaction material to ISG's Business; (l) transfer or license to any person or entity, or incur otherwise extend, amend or discharge modify, any obligation or liability, material rights to the business ISG Intellectual Property Rights; (m) 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 ISG; (n) violate, amend or otherwise modify the material terms of any of the Companycontracts set forth on the ISG Disclosure Schedule; 4.2.9 declare (o) commence a lawsuit other than for the routine collection of bills or pay any dividend on its capital stock in cash, stock or propertyto enforce ISG's rights under this Agreement, or redeemsettle a lawsuit; (p) change the accounting methods or practices followed by ISG, purchase including any change in any assumption underlying, or otherwise acquire method of calculating, any shares of Company Common Stock bad debt, contingency or other reserve, except as may be required by changes in generally accepted accounting principles, make or change any material Tax election, adopt or change any Tax accounting method, file any material Return or any options or warrants amendment to purchase Company Common Stock; 4.2.10 except a material Return (other than as required and in the ordinary course of businessaccordance with Section 6.5), enter into any material licensing arrangement closing agreement, settle any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, without the prior consent of HomeSeekers, which consent will not be unreasonably withheld (for purposes of this covenant a "material" Tax Return, closing agreement, Tax claim or assessment shall mean a Tax liability with respect to each such item in excess of $10,000); (q) take any action that would result in any of the representations and warranties of ISG set forth in this Agreement becoming untrue; (r) make any changes in its investment portfolio other than the reinvestment of the proceeds of maturing, redeemed or prepaid securities, obligations or other contractinvestments into United States Treasury securities maturing ninety (90) days or less from the date of investment; 4.2.11 settle (s) allow or permit to be done any pending litigation in a manner that is materially adverse to the Company or commence any material litigation; 4.2.12 except in the ordinary course of business, increase the compensation payable to act by which any of its employeesinsurance policies may be suspended, impaired or accrue or pay canceled; (t) fail to comply in any bonuses or other payments other than regular compensation material respect with all laws applicable to any employee or consultantit; or 4.2.13 take any action which will prevent (u) authorize or propose any of its warranties and representations herein from being true in all material respects as the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the Effective Time of the Mergerforegoing.

Restricted Activities and Transactions. Except as otherwise consented to in writing by PurchaserSNCI, from the date hereof and through the Effective Time of the Merger the Company will not: 4.2.1 5.2.1 amend its articles of incorporation or by-laws; 4.2.2 5.2.2 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 the Company or any securities convertible into any such shares 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 securities; 4.2.3 5.2.3 mortgage, pledge or xxxxx granx x xxxx upon xxxn any of its assets, tangible or intangible; 4.2.4 5.2.4 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) 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 or termination of any material contract, agreement, license or other right of which it is a party; 4.2.5 5.2.5 enter into or make any change in any Plan, except as required to conform to applicable law, or materially amend or terminate any other existing employee benefit plan plan, or adopt any new employee benefit plan; 4.2.6 5.2.6 acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of the foregoing, or enter into any agreement providing for any of the foregoing; 4.2.7 5.2.7 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; or 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 5.2.7 hereof. 4.2.8 5.2.8 except in the ordinary course of business, 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 5.2.9 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 except in the ordinary course of business, 5.2.10 enter into any material licensing arrangement or other contract; 4.2.11 5.2.11 settle any pending litigation in a manner that is materially adverse to the Company or commence any material litigation; 4.2.12 except in the ordinary course of business, 5.2.12 increase the compensation payable to any of its employees, or accrue or, except for bonuses accrued in or reflected the Balance Sheet, pay any bonuses or other payments other than regular compensation to any employee or consultant; or 4.2.13 5.2.13 take any action which will prevent any of its warranties and representations herein from being true in all material respects as of the Effective Time of the Merger.