Common use of Transactions Prior to the Closing Date Clause in Contracts

Transactions Prior to the Closing Date. ss.6.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Company shall conduct its operations only according to its ordinary and usual course of business; use its reasonable efforts to preserve intact its business organizations, keep available the services of its officers and employees and maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with it; confer with the Purchaser concerning operational matters of a material nature and report periodically to the Purchaser concerning the business, operations and finances of the Company. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved in writing by the Purchaser or, in the case of clause (g) of this Section 6.1, except to the extent dollar amounts described therein constitute Permitted Payments or as set forth on Schedule 6.1, and except as is otherwise permitted or required by this Agreement, the Company shall, (a) refrain from amending or modifying its Certificate of Incorporation or By-Laws from its form on the date of this Agreement, (b) refrain from paying or increasing any bonuses, salaries, or other compensation to any director, officer, employee or stockholder (excluding distributions covered by clause (g) below) or entering into any employment, severance, or similar agreement with any director, officer, or employee other than, in each case, in the ordinary course of business consistent with past practice, (c) refrain from the adopting or increasing of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees, (d) refrain from entering into any material contract or commitment except material contracts and commitments in the ordinary course of business consistent with past practice, (e) refrain from incurring any indebtedness for borrowed money or capital leases, (f) refrain from cancelling or waiving any claim or right of substantial value which individually or in the aggregate is material, (g) refrain from declaring or paying any dividends or other distributions in respect of its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock, (h) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles, (i) refrain from issuing or selling any shares of capital stock or any other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure, (j) refrain from selling, leasing or otherwise disposing of any material asset or property, including, without limitation, entering into any new lease or modifying any existing lease, (k) refrain from entering into any commitment for the making of a capital expenditure, except in the ordinary course of business consistent with past practice provided that no capital expenditure or commitment for the making of a capital expenditure shall be made for new hardware systems for the Affiliate, (l) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material and (m) refrain from agreeing in writing to do any of the foregoing.

Transactions Prior to the Closing Date. ss.6.1 Section 6.1 Conduct of Business of the CompanyCompanies. During the period from the date of this Agreement to the Closing Date, the Company Companies shall conduct its their operations only according to its ordinary and usual course of business; use its their reasonable efforts to preserve intact its business organizations, keep available the services of its their officers and employees and maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with it; confer with the Purchaser concerning operational matters of a material nature and report periodically to (as reasonably requested by the Purchaser during normal business hours without undue interruption) concerning the business, operations and finances of the CompanyCompanies. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as permitted in Section 2.3 and otherwise except as may be first approved in writing by the Purchaser orPurchaser, in the case each of clause (g) of this Section 6.1, except to the extent dollar amounts described therein constitute Permitted Payments or as set forth on Schedule 6.1, Arcon Holdings and except as is otherwise permitted or required by this Agreement, the Company shall, (a) refrain from amending or modifying its Certificate of Incorporation or By-Laws from its form on the date of this Agreement, (b) refrain from paying or increasing any bonuses, salaries, or other compensation to any director, officer, employee or stockholder (excluding distributions covered by clause (g) below) or entering into any employment, severance, or similar agreement with any director, officer, or employee other than, in each case, in the ordinary course of business consistent with past practicepractice or as disclosed to the Purchaser pursuant to Section 3.23 hereof, (c) except as set forth on Schedule 3.19, refrain from the adopting or increasing of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees, (d) refrain from entering into any material contract or commitment except material contracts and commitments in the ordinary course of business consistent with past practice, (e) refrain from incurring any increasing its indebtedness for borrowed money or capital leasesmoney, except borrowings in the ordinary course of business, (f) refrain from cancelling or waiving any claim or right of substantial value which individually or in the aggregate is materialmaterial other than in the ordinary course of business, (g) refrain from declaring or paying any dividends or other distributions in respect of its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock, (h) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles, (i) refrain from issuing or selling any shares of capital stock or any other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure, except pursuant to outstanding options or other rights disclosed on Schedule 3.2 attached hereto, (j) refrain from selling, leasing or otherwise disposing of any material asset or property, including, without limitation, entering into any new lease or modifying any existing leaseproperty other than the sale of inventory and other assets in the ordinary course of business consistent with past practices, (k) refrain from entering into any commitment for the making of a capital expenditure, except in the ordinary course of business consistent with past practice provided that no capital expenditure or commitment for the making of a capital expenditure shall be made for new hardware systems for the Affiliatepractice, (l) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material and (m) refrain from agreeing in writing to do any of the foregoing.

Transactions Prior to the Closing Date. ss.6.1 Conduct of Business of the CompanyCompanies. During the period from the date of this Agreement to the Closing Date, the Company Companies shall conduct its their operations only according to its ordinary and usual course of business; use its their reasonable efforts to preserve intact its business organizations, keep available the services of its their officers and employees and maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with it; confer with the Purchaser concerning operational matters of a material nature and report periodically to (as reasonably requested by the Purchaser during normal business hours without undue interruption) concerning the business, operations and finances of the CompanyCompanies. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as permitted in Section 2.3 and otherwise except as may be first approved in writing by the Purchaser orPurchaser, in the case each of clause (g) of this Section 6.1, except to the extent dollar amounts described therein constitute Permitted Payments or as set forth on Schedule 6.1, Arcon Holdings and except as is otherwise permitted or required by this Agreement, the Company shall, (a) refrain from amending or modifying its Certificate of Incorporation or By-Laws from its form on the date of this Agreement, (b) refrain from paying or increasing any bonuses, salaries, or other compensation to any director, officer, employee or stockholder (excluding distributions covered by clause (g) below) or entering into any employment, severance, or similar agreement with any director, officer, or employee other than, in each case, in the ordinary course of business consistent with past practicepractice or as disclosed to the Purchaser pursuant to Section 3.23 hereof, (c) except as set forth on Schedule 3.19, refrain from the adopting or increasing of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees, (d) refrain from entering into any material contract or commitment except material contracts and commitments in the ordinary course of business consistent with past practice, (e) refrain from incurring any increasing its indebtedness for borrowed money or capital leasesmoney, except borrowings in the ordinary course of business, (f) refrain from cancelling or waiving any claim or right of substantial value which individually or in the aggregate is materialmaterial other than in the ordinary course of business, (g) refrain from declaring or paying any dividends or other distributions in respect of its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock, (h) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles, (i) refrain from issuing or selling any shares of capital stock or any other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure, except pursuant to outstanding options or other rights disclosed on Schedule 3.2 attached hereto, (j) refrain from selling, leasing or otherwise disposing of any material asset or property, including, without limitation, entering into any new lease or modifying any existing leaseproperty other than the sale of inventory and other assets in the ordinary course of business consistent with past practices, (k) refrain from entering into any commitment for the making of a capital expenditure, except in the ordinary course of business consistent with past practice provided that no capital expenditure or commitment for the making of a capital expenditure shall be made for new hardware systems for the Affiliatepractice, (l) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material and (m) refrain from agreeing in writing to do any of the foregoing.

Transactions Prior to the Closing Date. ss.6.1 Section 6.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Company and each of its subsidiaries shall conduct its operations only according to its ordinary and usual course of business; use its reasonable efforts to preserve intact its business organizations, keep available the services of its officers and employees and maintain its relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with it; subject to applicable laws relating to the exchange of information, confer with the Purchaser Parent concerning operational matters of a material nature and report periodically to the Purchaser Parent concerning the business, operations and finances financial condition of the CompanyCompany and its subsidiaries. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved in writing by the Purchaser or, in the case of clause (g) of this Section 6.1, except to the extent dollar amounts described therein constitute Permitted Payments Parent or as set forth on Schedule 6.1, and except as is otherwise permitted or required by this Agreement, the Company shall, and shall cause each of its subsidiaries to, (a) refrain from amending or modifying its Certificate of Incorporation or By-Laws ByLaws from its form on the date of this Agreement, (b) refrain from paying or increasing any bonuses, salaries, or other compensation to any director, officer, employee or stockholder (excluding distributions covered by clause (g) below) or entering into any employment, severance, or similar agreement with any director, officer, or employee other than, in each case, in the ordinary course of business consistent with past practice, (c) refrain from the adopting or increasing of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees, (d) refrain from entering into any material contract or commitment except material contracts and commitments in the ordinary course of business consistent with past practice, (e) refrain from incurring any increasing its indebtedness for borrowed money or capital leasesmoney, except current borrowings in the ordinary course of business, (f) refrain from cancelling or waiving any claim or right of substantial value which which, individually or in the aggregate aggregate, is material, (g) refrain from declaring or paying any dividends or other distributions in respect of its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock, (h) refrain from making any material change in accounting methods or practices, except as required by law or generally accepted accounting principles, (i) other than in connection with the exercise of Options, refrain from issuing or selling any shares of capital stock or any other securities, or issuing any securities convertible into, or options, warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or making any other changes in its capital structure, (j) other than inventory sold in the ordinary course of business, refrain from selling, leasing or otherwise disposing of any material asset or propertyproperty having a value in excess of $100,000 in the aggregate, including, without limitation, entering into any new lease unless pursuant to an existing contract or modifying any existing leasecommitment to do so which has been listed on Schedule 3.11 attached hereto, (k) refrain from entering into any commitment for the making of a capital expenditure, except expenditure in the ordinary course excess of business consistent with past practice provided that no capital expenditure or commitment for the making of a capital expenditure shall be made for new hardware systems for the Affiliate$100,000, (l) refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material and (m) refrain from agreeing in writing to do any of the foregoing.