Common use of Restrictions on the Company Clause in Contracts

Restrictions on the Company. (a) Subject to subsection (b) of this Section 6.1, the Company will not, and will not permit any of its Subsidiaries to take, directly or indirectly, any of the following actions (i) without the affirmative vote or the prior written consent of GSCP, so long as GSCP, together with its Affiliates, holds a majority of the Securities, and (ii) thereafter, without the affirmative vote or the prior written consent of the holders of a majority of the Securities, voting together as a class: (i) except as contemplated by the Agreements, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") or (y) Indebtedness which by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness") so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtedness, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basis; (ii) pay, declare or set aside any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock or other equity interests; (iii) redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant to any stock option or stock purchase plan approved by the Board of Directors of the Company and by the holders of a majority of the Securities; (iv) consolidate or merge with or into any Person or enter into any similar business combination transaction (including, without limitation, sale of all or substantially all of its assets) or effect any transaction or series of transactions pursuant to which more than fifty percent (50%) of its Voting Securities are transferred to another Person; (v) acquire a majority of the shares of capital stock or other equity interests of, or a majority of the assets of, any Person (it being understood that nothing in this clause (v) shall be interpreted to prohibit the Company from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stock, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any transaction with any Affiliate or Associate of the Company or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), other than any such transaction or series of related transactions which are not material to the Company or any of its Subsidiaries and which are on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable arms' length transaction with any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and marketing of small-scale drinking water treatment systems and related household and consumer products. (b) Notwithstanding subsection (a) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) and (iii) contained in subsection (a) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities".

Restrictions on the Company. (a) Subject to subsection (b) of this Section 6.1, the Company will not, and will not permit any of its Subsidiaries to take, directly or indirectly, any of the following actions (i) without The Company shall not cause or permit the affirmative vote or the prior written consent transfer of GSCP, so long as GSCP, together with its Affiliates, holds a majority any Shares of the SecuritiesCompany to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, and (ii) thereafter, without the affirmative vote or the prior written consent a sale of Shares of the holders of Company pursuant to a majority of the Securities, voting together as a class: (i) except as contemplated by the Agreements, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") Public Offering or (yC) Indebtedness which by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness"subject to subparagraph 1(b)(ii) so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtednessbelow, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company a transfer of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basis; (ii) pay, declare or set aside any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock or other equity interests; (iii) redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant to any stock option or stock purchase plan approved Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. (ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. (iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as "the Selling Xxxxxxx Shareholders") to sell that fraction of the total number of registered Shares permitted to be sold by the holders Selling Xxxxxxx Shareholders in such Public Offering, the numerator of a majority which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Securities;Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered. (iv) consolidate Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or merge with other rights to subscribe to or into any Person purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or enter into any similar business combination transaction other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (includingand such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, without limitation, sale an Original Shareholder will be deemed to be actively involved in the management of all the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or substantially all a position of its assets) or effect any transaction or series of transactions pursuant to which more than fifty percent (50%comparable status and responsibility) of its Voting Securities are transferred to another Person;the Company. (v) acquire a majority of the shares of capital stock or other equity interests of, or a majority of the assets of, any Person (it being understood that nothing in this clause (v) The Company shall be interpreted to prohibit the Company from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stock, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any transaction agreement relating to registration rights with any Affiliate or Associate of the respect to Company or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than any such transaction or series of related transactions which are not material identical to the Company or any of its Subsidiaries registration rights with respect to Shares owned by JBrennan and which are on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable arms' length transaction with any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and marketing of small-scale drinking water treatment systems and related household and consumer productshis Permitted Donees. (b) Notwithstanding subsection (a) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) and (iii) contained in subsection (a) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities".

Restrictions on the Company. (a) Subject to subsection (b) of this Section 6.1, the Company will not, and will not permit any of its Subsidiaries to take, directly or indirectly, any of the following actions (i) without The Company shall not cause or permit the affirmative vote or the prior written consent transfer of GSCP, so long as GSCP, together with its Affiliates, holds a majority any Shares of the SecuritiesCompany to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, and (ii) thereafter, without the affirmative vote or the prior written consent a sale of Shares of the holders of Company pursuant to a majority of the Securities, voting together as a class: (i) except as contemplated by the Agreements, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") Public Offering or (yC) Indebtedness which by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness"subject to subparagraph 1(b)(ii) so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtednessbelow, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company a transfer of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basis; (ii) pay, declare or set aside any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock or other equity interests; (iii) redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant to any stock option or stock purchase plan approved Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. (ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. (iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Xxxxxxx Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the holders Selling Xxxxxxx Shareholders in such Public Offering, the numerator of a majority which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Securities;Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered. (iv) consolidate Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or merge with other rights to subscribe to or into any Person purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or enter into any similar business combination transaction other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (includingand such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, without limitation, sale an Original Shareholder will be deemed to be actively involved in the management of all the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or substantially all a position of its assets) or effect any transaction or series of transactions pursuant to which more than fifty percent (50%comparable status and responsibility) of its Voting Securities are transferred to another Person;the Company. (v) acquire a majority of the shares of capital stock or other equity interests of, or a majority of the assets of, any Person (it being understood that nothing in this clause (v) The Company shall be interpreted to prohibit the Company from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stock, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any transaction agreement relating to registration rights with any Affiliate or Associate of the respect to Company or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than any such transaction or series of related transactions which are not material identical to the Company or any of its Subsidiaries registration rights with respect to Shares owned by JBrennan and which are on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable arms' length transaction with any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and marketing of small-scale drinking water treatment systems and related household and consumer productshis Permitted Donees. (b) Notwithstanding subsection (a) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) and (iii) contained in subsection (a) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities".

Restrictions on the Company. Neither Issuer and no Subsidiary: (a) Subject is a party to subsection any contract or agreement, or subject to any charter or other corporate restriction that, in the aggregate for all such contracts, agreements, and charter and corporate restrictions, is reasonably likely to have a Material Adverse Effect; (b) is a party to any contract or agreement that restricts its right or ability to incur Debt, to make guarantees or to issue Common Stock of the Company, as the case may be, other than the Financing Documents and the agreements listed on PART 2.9(B) OF ANNEX 3, none of which restricts the issuance and sale of the Purchased Securities or the execution and delivery of or the compliance with this Section 6.1, Agreement or the Company will not, other Financing Documents by the Issuers and will not the Affiliate Guarantors; (c) has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Subsidiaries Property, whether now owned or hereafter acquired, to take, directly or indirectly, any be subject to a Lien not permitted by the provisions of the following actions Note Agreement; or (id) without is (other than as identified on PART 2.9(D) OF ANNEX 3) subject to any encumbrance, restriction, limitation or prohibition on the affirmative vote ability of any Subsidiary, whether by agreement, amendment or the prior written consent modification of GSCPany existing agreement or otherwise, so long as GSCP, together with its Affiliates, holds a majority of the Securities, and (ii) thereafter, without the affirmative vote or the prior written consent of the holders of a majority of the Securities, voting together as a classto: (i) except as contemplated by pay dividends or make any other distributions on the Agreements, authorize, issue Capital Stock of such Subsidiary or enter into any agreement providing for the issuance (contingent other interest or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") or (y) Indebtedness which participation measured by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness") so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtedness, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basisprofits; (ii) pay, declare or set aside pay any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock Debt or other equity interestsindebtedness or obligation owed to the Company or any other Subsidiary owning Capital Stock of such Subsidiary; (iii) redeem, purchase make loans or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant advances to any stock option or stock purchase plan approved by the Board of Directors of the Company and by the holders of a majority of the SecuritiesCompany; (iv) consolidate or merge with or into transfer any Person or enter into any similar business combination transaction (including, without limitation, sale of all or substantially all of its assets) or effect any transaction or series of transactions pursuant Property to which more than fifty percent (50%) of its Voting Securities are transferred to another Person;the Company; or (v) acquire a majority enter into or become obligated in respect of the shares Affiliate Guaranty; in each case, except for such encumbrances, restrictions, limitations or prohibitions existing under or by reason of capital stock or other equity interests ofapplicable law. True, or a majority correct and complete copies of each of the assets ofagreements, any Person (it being understood that nothing in this clause (vif any, listed on PART 2.9(B) shall be interpreted OF ANNEX 3 and PART 2.9(D) OF ANNEX 3 have been provided to prohibit each Purchaser and the Company from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stock, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any transaction with any Affiliate or Associate of the Company or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), other than any such transaction or series of related transactions which are not material to the Company or any of its Subsidiaries and which are on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable armsPurchasers' length transaction with any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and marketing of small-scale drinking water treatment systems and related household and consumer productsspecial counsel. (b) Notwithstanding subsection (a) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) and (iii) contained in subsection (a) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities".

Restrictions on the Company. Neither Issuer and no Subsidiary: (a) Subject is a party to subsection any contract or agreement, or subject to any charter or other corporate restriction that, in the aggregate for all such contracts, agreements, and charter and corporate restrictions, is reasonably likely to have a Material Adverse Effect; (b) is a party to any contract or agreement that restricts its right or ability to incur Debt, to make guarantees or to issue Common Stock of the Company, as the case may be, other than the Financing Documents and the agreements listed on Part 2.9(b) of Annex 3, none of which restricts the issuance and sale of the Purchased Securities or the execution and delivery of or the compliance with this Section 6.1, Agreement or the Company will not, other Financing Documents by the Issuers and will not the Affiliate Guarantors; (c) has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Subsidiaries Property, whether now owned or hereafter acquired, to take, directly or indirectly, any be subject to a Lien not permitted by the provisions of the following actions Note Agreement; or (id) without is (other than as identified on Part 2.9(d) of Annex 3) subject to any encumbrance, restriction, limitation or prohibition on the affirmative vote ability of any Subsidiary, whether by agreement, amendment or the prior written consent modification of GSCPany existing agreement or otherwise, so long as GSCP, together with its Affiliates, holds a majority of the Securities, and (ii) thereafter, without the affirmative vote or the prior written consent of the holders of a majority of the Securities, voting together as a classto: (i) except as contemplated by pay dividends or make any other distributions on the Agreements, authorize, issue Capital Stock of such Subsidiary or enter into any agreement providing for the issuance (contingent other interest or otherwise) of any notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") or (y) Indebtedness which participation measured by its terms must be paid or discharged by the Company or its Subsidiaries within one year ("Current Indebtedness") so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtedness, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company of a lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the Lease Proposal attached hereto as Exhibit B) exceed $5 million on a consolidated basisprofits; (ii) pay, declare or set aside pay any sums for the payment of, any dividends, or make any distributions, in respect of any shares of its capital stock Debt or other equity interestsindebtedness or obligation owed to the Company or any other Subsidiary owning Capital Stock of such Subsidiary; (iii) redeem, purchase make loans or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant advances to any stock option or stock purchase plan approved by the Board of Directors of the Company and by the holders of a majority of the SecuritiesCompany; (iv) consolidate or merge with or into transfer any Person or enter into any similar business combination transaction (including, without limitation, sale of all or substantially all of its assets) or effect any transaction or series of transactions pursuant Property to which more than fifty percent (50%) of its Voting Securities are transferred to another Person;the Company; or (v) acquire a majority enter into or become obligated in respect of the shares Affiliate Guaranty; in each case, except for such encumbrances, restrictions, limitations or prohibitions existing under or by reason of capital stock or other equity interests ofapplicable law. True, or a majority correct and complete copies of each of the assets ofagreements, any Person (it being understood that nothing in this clause (v) shall be interpreted to prohibit the Company from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stockif any, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any transaction with any Affiliate or Associate of the Company or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), other than any such transaction or series of related transactions which are not material to the Company or any of its Subsidiaries and which are listed on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable arms' length transaction with any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and marketing of small-scale drinking water treatment systems and related household and consumer products. (b) Notwithstanding subsection (aPart 2.9(b) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) Annex 3 and (iii) contained in subsection (aPart 2.9(d) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities"Annex 3 have been provided to you.