Common use of Without limiting the generality of Section 6 Clause in Contracts

Without limiting the generality of Section 6. 1(a), except as set forth on Schedule 6.1 of the Plains Disclosure Schedules, as expressly required or expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to in writing by Oryx, the Plains Parents covenant and agree that during the Interim Period (x) they shall not permit any member of the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)): (i) amend the organizational documents of any such Person; (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in the capitalization of any such Person or issue or grant any equity interest to any Person; (iii) other than in the ordinary course of business, (A) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (B) make any loans, advances, or capital contributions to, or investments in, any other Person; or (C) mortgage or pledge any of the assets used in the Plains Permian Business; (iv) other than in the ordinary course of business, acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any Plains Permian Assets having a value in excess of $10,000,000; (v) except in the ordinary course of business consistent with past practice, amend, modify, extend or change, or waive, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing Date; (vi) enter into or engage in any speculative hedging transaction or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than in the ordinary course of business or as required on an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons; (viii) change or modify any material accounting policies of any of such Persons in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Persons, other than as required by GAAP or a change in applicable Law; (ix) change or modify any material Tax elections, settle material Tax audits, extend any statute of limitations or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effect; or (xv) agree or commit to take any of the actions described above.

Without limiting the generality of Section 6. 1(a2(a), during the Pre-Closing Period, except (i) as set forth on Schedule 6.1 described in Section 6.2(b) of the Plains Company Disclosure SchedulesLetter, (ii) as otherwise expressly required or expressly permitted contemplated by this Agreement, including as may be required contemplated by applicable Law the Reorg Plan, the Real Estate Plan and the Cap Ex Plan, (iii) for the Permitted M&A or otherwise (iv) as consented to or approved by Parent in writing by Oryxwriting, which consent or approval shall not be unreasonably withheld, conditioned or delayed, the Plains Parents covenant Company shall not, and agree that during the Interim Period (x) they shall not cause or permit any member of the Acquired Company Group to to, take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):: (i) amend the organizational documents its Organizational Documents, effect any split, combination, exchange, reclassification, recapitalization, stock dividend or similar action with respect to its capital stock or other Equity Interests or adopt or carry out any plan of any such Personcomplete or partial liquidation or dissolution; (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in except for the capitalization issuance of shares of Common Stock pursuant to the conversion of any such Person Convertible Debenture, authorize, transfer, issue, sell or issue dispose of any shares of capital stock or other securities or, except pursuant to this Agreement, grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company or any equity interest to any PersonAcquired Company; (iii) other than in the ordinary course of business, (A) create, incur, guaranteedeclare or pay a dividend on, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of make any other Person; distribution in respect of, its capital stock or other Equity Interests, except for (1) cash dividends or distributions by any of the Company’s Subsidiaries to the Company or any of its Subsidiaries, (2) cash dividends or distributions by any Not Owned Company to its equityholders, and (3) tax distributions, or (B) make any loansrepurchase, advances, redeem or capital contributions to, otherwise acquire or investments in, any other Person; or (C) mortgage or pledge cancel any of the assets used in the Plains Permian Businessits capital stock or other Equity Interests; (iv) (A) acquire any real property, (B) sell, assign, license, transfer, convey, lease or otherwise dispose of any real property or (C) materially amend, materially modify, terminate or fail to renew any Lease or enter into any new Lease, in the case of clause (C), other than in the ordinary course Ordinary Course of business, acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any Plains Permian Assets having a value in excess of $10,000,000Business; (v) except incur, assume or otherwise become liable in respect of any Indebtedness or other long-term material financial obligation or incur or suffer any Encumbrance on any of its Assets, other than Permitted Encumbrances and Indebtedness or long-term material financial obligations incurred in the ordinary course Ordinary Course of business consistent with past practice, amend, modify, extend or change, or waive, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing DateBusiness; (vi) enter into any transactions with any Affiliate of any Acquired Company, including the Core Securityholders and their Related Parties, other than loans or engage advances among the Acquired Companies or in any speculative hedging transaction the Ordinary Course of Business, on arms’- length terms and terminable on ninety (90) days’ notice or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policiesless without material premium or penalty; (vii) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person (other than loans and advances to Company Associates in the ordinary course Ordinary Course of business Business and other than loans or as required on an emergency basis or for the safety of individuals or the environment, commit advances to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Personsanother Acquired Company); (viii) change sell, exclusively license or modify any material accounting policies otherwise dispose of any of such Persons its material Assets or any Company Intellectual Property, except in a manner that is inconsistent with past practice in a way that would materially and adversely affect any the Ordinary Course of such Persons, other than as required by GAAP or a change in applicable LawBusiness; (ix) change delay or modify any material Tax elections, settle material Tax audits, extend any statute postpone the payment of limitations accounts payable and other Liabilities or amend any material Tax Returnsaccelerate accounts receivable and invoicing or product delivery outside the Ordinary Course of Business; (xA) liquidatematerially increase any Compensation or employee benefits, dissolve whether conditionally or wind up otherwise, provided to any Company Associate, other than in the affairs Ordinary Course of Business or as required by applicable Law, or (B) adopt, amend or terminate any Company Plan, except to the extent required to comply with applicable Law or as requested by Parent or as contemplated by this Agreement or in the Ordinary Course of such PersonsBusiness; (xi) establishterminate any Key Executive or any other officer of any Acquired Company, adoptother than for “cause”, enter intoor hire any new officers of any Acquired Company, amend, terminate or take any action to accelerate rights under, any Planin each case other than in the Ordinary Course of Business; (xii) hire implement or adopt any individual change in its accounting methods, policies, principles or procedures, except as an employee on required by Law, IFRS or in the payroll Ordinary Course of any of such PersonsBusiness; (xiii) enter intosettle, agree to settle or become bound by, waive any collective bargaining agreement pending Action (A) involving potential payments by any Acquired Company in excess of $250,000 individually or other Contract with any Labor Organization$1,000,000 in the aggregate or (B) so as to admit liability or consent to non-monetary relief; (xiv) file any amended Tax Return; change or revoke any Tax election; change any method of accounting for Tax purposes; settle any Action in respect of Taxes; or enter into any Contract in respect of Taxes with any Governmental Authority; (xv) enter into any new line of business that is materially different from the Business or discontinue any line of business or any business operations; (xvi) terminate, materially modify or waive any material provision of any Company Material Contract other than in the Ordinary Course of Business; (xvii) enter into any agreement Contract that would be Company Material Contract, other than Company Material Contracts of the types described in clauses (i), (ii), (vi), (viii), (ix), (x), (xiii)(A) (provided each such Company Material Contract is at will) or (xv) of Section 4.14 entered into in the Ordinary Course of Business; (xviii) make any gift or other gratuitous payment in excess of $250,000; (xix) make a payment with respect to assets that will be conveyed any guarantee of an obligation of any Person other than an Acquired Company; (xx) withdraw any currently pending application for or terminate, or allow to lapse, by not taking commercially reasonable actions within its control to retain the Company effectiveness of, any Cannabis License; (xxi) change its cash management system with the primary purpose, or any likely result, of its Subsidiaries pursuant to one retaining cash at the Not Owned Companies in excess of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as amounts necessary to enable such terms are defined Not Owned Company to operate its Business in the Company LLC Agreement as if such agreement was in effectOrdinary Course of Business; or (xvxxii) agree or commit to take any action prohibited by clauses (i) through (xx) of the actions described abovethis Section 6.2(b).

Without limiting the generality of Section 6. 1(a2(a), during the Pre-Closing Period, except (i) as set forth on Schedule 6.1 described in Section 6.2(b) of the Plains Company Disclosure SchedulesLetter, (ii) as otherwise expressly required or expressly permitted contemplated by this Agreement, including as may be required contemplated by applicable Law the Reorg Plan, the Real Estate Plan and the Cap Ex Plan, (iii) for the Permitted M&A or otherwise (iv) as consented to or approved by Parent in writing by Oryxwriting, which consent or approval shall not be unreasonably withheld, conditioned or delayed, the Plains Parents covenant Company shall not, and agree that during the Interim Period (x) they shall not cause or permit any member of the Acquired Company Group to to, take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):actions:‌ (i) amend the organizational documents its Organizational Documents, effect any split, combination, exchange, reclassification, recapitalization, stock dividend or similar action with respect to its capital stock or other Equity Interests or adopt or carry out any plan of any such Personcomplete or partial liquidation or dissolution; (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in except for the capitalization issuance of shares of Common Stock pursuant to the conversion of any such Person Convertible Debenture, authorize, transfer, issue, sell or issue dispose of any shares of capital stock or other securities or, except pursuant to this Agreement, grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company or any equity interest to any PersonAcquired Company; (iii) other than in the ordinary course of business, (A) create, incur, guaranteedeclare or pay a dividend on, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of make any other Person; distribution in respect of, its capital stock or other Equity Interests, except for (1) cash dividends or distributions by any of the Company’s Subsidiaries to the Company or any of its Subsidiaries, (2) cash dividends or distributions by any Not Owned Company to its equityholders, and (3) tax distributions, or (B) make any loansrepurchase, advances, redeem or capital contributions to, otherwise acquire or investments in, any other Person; or (C) mortgage or pledge cancel any of the assets used in the Plains Permian Businessits capital stock or other Equity Interests; (iv) (A) acquire any real property, (B) sell, assign, license, transfer, convey, lease or otherwise dispose of any real property or (C) materially amend, materially modify, terminate or fail to renew any Lease or enter into any new Lease, in the case of clause (C), other than in the ordinary course Ordinary Course of business, acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any Plains Permian Assets having a value in excess of $10,000,000Business; (v) except incur, assume or otherwise become liable in respect of any Indebtedness or other long-term material financial obligation or incur or suffer any Encumbrance on any of its Assets, other than Permitted Encumbrances and Indebtedness or long-term material financial obligations incurred in the ordinary course Ordinary Course of business consistent with past practice, amend, modify, extend or change, or waive, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing DateBusiness; (vi) enter into any transactions with any Affiliate of any Acquired Company, including the Core Securityholders and their Related Parties, other than loans or engage advances among the Acquired Companies or in any speculative hedging transaction the Ordinary Course of Business, on arms’- length terms and terminable on ninety (90) days’ notice or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policiesless without material premium or penalty; (vii) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person (other than loans and advances to Company Associates in the ordinary course Ordinary Course of business Business and other than loans or as required on an emergency basis or for the safety of individuals or the environment, commit advances to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Personsanother Acquired Company); (viii) change sell, exclusively license or modify any material accounting policies otherwise dispose of any of such Persons its material Assets or any Company Intellectual Property, except in a manner that is inconsistent with past practice in a way that would materially and adversely affect any the Ordinary Course of such Persons, other than as required by GAAP or a change in applicable LawBusiness; (ix) change delay or modify any material Tax elections, settle material Tax audits, extend any statute postpone the payment of limitations accounts payable and other Liabilities or amend any material Tax Returnsaccelerate accounts receivable and invoicing or product delivery outside the Ordinary Course of Business; (xA) liquidatematerially increase any Compensation or employee benefits, dissolve whether conditionally or wind up otherwise, provided to any Company Associate, other than in the affairs Ordinary Course of Business or as required by applicable Law, or (B) adopt, amend or terminate any Company Plan, except to the extent required to comply with applicable Law or as requested by Parent or as contemplated by this Agreement or in the Ordinary Course of such PersonsBusiness; (xi) establishterminate any Key Executive or any other officer of any Acquired Company, adoptother than for “cause”, enter intoor hire any new officers of any Acquired Company, amend, terminate or take any action to accelerate rights under, any Planin each case other than in the Ordinary Course of Business; (xii) hire implement or adopt any individual change in its accounting methods, policies, principles or procedures, except as an employee on required by Law, IFRS or in the payroll Ordinary Course of any of such PersonsBusiness; (xiii) enter intosettle, agree to settle or become bound by, waive any collective bargaining agreement pending Action (A) involving potential payments by any Acquired Company in excess of $250,000 individually or other Contract with any Labor Organization$1,000,000 in the aggregate or (B) so as to admit liability or consent to non-monetary relief; (xiv) file any amended Tax Return; change or revoke any Tax election; change any method of accounting for Tax purposes; settle any Action in respect of Taxes; or enter into any Contract in respect of Taxes with any Governmental Authority; (xv) enter into any new line of business that is materially different from the Business or discontinue any line of business or any business operations; (xvi) terminate, materially modify or waive any material provision of any Company Material Contract other than in the Ordinary Course of Business; (xvii) enter into any agreement Contract that would be Company Material Contract, other than Company Material Contracts of the types described in clauses (i), (ii), (vi), (viii), (ix), (x), (xiii)(A) (provided each such Company Material Contract is at will) or (xv) of Section 4.14 entered into in the Ordinary Course of Business; (xviii) make any gift or other gratuitous payment in excess of $250,000; (xix) make a payment with respect to assets that will be conveyed any guarantee of an obligation of any Person other than an Acquired Company; (xx) withdraw any currently pending application for or terminate, or allow to lapse, by not taking commercially reasonable actions within its control to retain the Company effectiveness of, any Cannabis License; (xxi) change its cash management system with the primary purpose, or any likely result, of its Subsidiaries pursuant to one retaining cash at the Not Owned Companies in excess of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as amounts necessary to enable such terms are defined Not Owned Company to operate its Business in the Company LLC Agreement as if such agreement was in effectOrdinary Course of Business; or (xvxxii) agree or commit to take any action prohibited by clauses (i) through (xx) of the actions described abovethis Section 6.2(b).

Without limiting the generality of Section 6. 1(a2(a), except (i) as set forth on Schedule 6.1 6.2(a) of the Plains Parent Disclosure SchedulesLetter, (ii) as expressly required or expressly permitted contemplated by this Agreement, (iii) as may be required by applicable Law Law, and (iv) intercompany transactions between the Parent Subsidiaries or otherwise consented to in writing by OryxParent and the Parent Subsidiaries, the Plains Parents covenant and agree that during the Interim Period (x) they Parent shall not permit any member of the Company Group to take directly or indirectly do any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):following: (i) amend acquire or agree to acquire by merging or consolidating with any business or corporation, partnership or other business organization or division thereof, if such transaction would prevent or materially delay the organizational documents consummation of any such Personthe transactions contemplated by this Agreement; (ii) effect except for quarterly cash dividends consistent with the amount paid in past quarters, declare, set aside or pay any recapitalizationdividend or other distribution payable in cash, reclassificationcapital stock, equity interest split, combination property or similar change in the capitalization of any such Person or issue or grant any equity interest otherwise with respect to any Personshares of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such; (iii) other than in adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the ordinary course of business, (A) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (B) make any loans, advances, or capital contributions to, or investments in, any other Person; or (C) mortgage or pledge any consummation of the assets used in the Plains Permian Businesstransactions contemplated by this Agreement; (iv) other than take any action that would reasonably be expected to result in the ordinary course (A) any inaccuracy of business, acquire, sell, lease, transfera representation or warranty herein that would allow for a termination of this Agreement, or otherwise dispose of, directly or indirectly, (B) cause any Plains Permian Assets having a value in excess of $10,000,000the conditions precedent to the transactions contemplated by this Agreement to fail to be satisfied; (v) except in the ordinary course of business consistent with past practicetake any action, amendcause any action to be taken, modifyknowingly fail to take any action or knowingly fail to cause any action to be taken, extend which action or changefailure to act would prevent or impede, or waivewould be reasonably likely to prevent or impede, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been the Merger from qualifying as a Plains Material Contract or Plains Marketing Contract if it had been in effect as reorganization within the meaning of Section 368(a) of the Signing DateCode; (vi) enter into adopt a plan of complete or engage in partial liquidation or dissolution of Parent or any speculative hedging transaction or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies;its material Subsidiaries; or (vii) other than take or agree in the ordinary course of business or as required on an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons; (viii) change or modify any material accounting policies of any of such Persons in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Persons, other than as required by GAAP or a change in applicable Law; (ix) change or modify any material Tax elections, settle material Tax audits, extend any statute of limitations or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effect; or (xv) agree or commit writing to take any of the actions described aboveprecluded by Section 6.2(b).

Without limiting the generality of Section 6. 1(a01(a), MDC covenants and agrees that, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Closing, except (i) as set forth on Schedule 6.1 Section 6.01(b) of the Plains MDC Disclosure SchedulesLetter, (ii) as Stagwell may consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as otherwise required by applicable Laws, (iv) in connection with any COVID-19 Measure or (v) as otherwise expressly required or expressly permitted contemplated by this Agreement, as may be required by applicable Law or otherwise consented Agreement (including pursuant to in writing by OryxSection 7.18, the Plains Parents covenant Debt Transactions or the Transactions, including the Redomiciliation, the Pre-Redomiciliation Restructuring, the Maxxcom Restructuring, the MDC Merger, the MDC Conversion, the Midas Corporate HoldCo Formation and agree that during the Interim Period (x) they Stagwell Contribution), MDC shall not permit any member of directly or indirectly, and shall, to the Company Group to take extent permitted under the applicable organizational documents, cause the MDC Subsidiaries not to, do any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):following: (i) amend the organizational documents adopt or propose any change in its certificate of any such Personincorporation or by-laws or other applicable governing instruments; (ii) effect other than with respect to direct or indirect wholly-owned Subsidiaries, merge or consolidate with any recapitalizationother Person, reclassificationor restructure, equity interest splitreorganize or completely or partially liquidate or otherwise enter into any agreements providing for the sale, combination lease, pledge, assignment or similar change in the capitalization other disposition of any such Person their respective material assets, operations or issue or grant any equity interest to any Personbusiness; (iii) acquire any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit, whether by merger or consolidation, purchase of substantial assets or equity interest or any other manner, from any other Person; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any shares of capital stock, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, units, warrants, phantom stock, stock appreciation rights, or any other equity or equity-based compensation or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities; provided, that this Section 6.01(b)(iv) shall not apply to the issuance of any units or shares upon the exercise or settlement of any MDC Incentive Awards outstanding as of the date hereof or granted after the date hereof in the ordinary course of business consistent with past practice (so long as (A) at no point shall the aggregate number of units or shares granted pursuant to any such MDC Incentive Awards exceed the aggregate number of units or shares granted pursuant to MDC Incentive Awards in the relevant grant cycle in the prior year and (B) no MDC Incentive Awards may be granted to members of the MDC Board pursuant to this proviso to Section 6.01(b)(iv)); (v) create or incur any Lien securing indebtedness for borrowed money (other than a Lien currently provided for under the MDC Credit Agreement, any Permitted Lien and/or the grant of any cash collateral in respect of letters of credit issued in respect of, or otherwise securing, ordinary course operating liabilities) on any assets having a value in excess of $5,000,000 in the aggregate; (vi) make any loans, advances, capital contributions to or investments in any Person, other than between or among MDC and one or more MDC Subsidiaries, in each case greater than $5,000,000 or make any guarantees; (vii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for declared dividends paid by any direct or indirect wholly-owned MDC Subsidiary to MDC or any other direct or indirect wholly-owned MDC Subsidiary) or enter into any Contract with respect to the voting of its capital stock; (viii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (ix) incur any indebtedness for borrowed money (which, for the avoidance of doubt, shall not include obligations in respect of cash-collateralized letters of credit issued in respect of, or other grants of cash collateral securing, ordinary course operating liabilities), other than between or among MDC and one or more MDC Subsidiaries, or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security, except for (A) indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice and (B) guarantees incurred in compliance with this Section 6.01(b); (x) make or authorize any capital expenditure in excess of $5,000,000 in the aggregate, (xi) (A) enter into any Contract that would have been classified as an MDC Material Contract pursuant to Section 4.21(a)(xi) had it been entered into prior to the date of this Agreement or (B) enter into any Contract that would have been classified as an MDC Material Contract pursuant to any other clause of Section 4.21(a) had it been entered into prior to the date of this Agreement other than in the case of this clause (B), (1) in the ordinary course of business consistent with past practice or (2) Contracts with existing or new clients; (xii) make any material changes with respect to material accounting policies or procedures, except as required by changes in applicable Law or GAAP; (xiii) settle any suit, action, litigation or other proceeding (A) for an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) in a manner that would impose any material restrictions on its assets, operations or businesses or result in any injunction or equitable relief against MDC or any MDC Subsidiary (or, following the Closing, any Stagwell Subject Entity); (xiv) modify or amend in any material respect, grant a material waiver under or terminate any MDC Material Contract other than in the ordinary course of business consistent with past practice; (xv) (A) change in any material respect any material method of accounting for Tax purposes; (B) enter into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any material Tax or material Tax Returns (other than in the ordinary course of business, (A) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person); (BC) surrender a right to a material Tax refund; (D) change an accounting period with respect to any material Tax; (E) file an amended Tax Return; (F) change or revoke any material election with respect to Taxes; (G) make any loans, advances, or capital contributions to, or investments in, material election with respect to Taxes that is inconsistent with past practice; (H) file any other PersonTax Return that is inconsistent with past practice; or (CI) mortgage consent to any extension or pledge any waiver of the assets used in the Plains Permian Business; limitations period applicable to any material Tax claim or assessment (iv) other than in the ordinary course of business, acquire); (xvi) transfer, sell, lease, transferlicense, mortgage, pledge, divest, abandon, allow to lapse, cancel, fail to renew, fail to continue to prosecute, protect or defend or otherwise dispose ofof any material tangible or intangible assets (including Intellectual Property), directly licenses, operations, rights, product lines, businesses or indirectlyinterests therein, including the capital stock of any Plains Permian Assets having Subsidiary, except in connection with services provided in the ordinary course of business and sales or other dispositions of obsolete or worn-out assets, except for sales, leases, licenses, divestitures, cancellations, abandonments, lapses, expirations or other dispositions of assets with a fair market value not in excess of $10,000,0005,000,000 in the aggregate and, with respect to licenses of Intellectual Property, except for (A) any Contract for Open Source Software and (B) non-exclusive licenses that are commercially available “off-the-shelf” licenses or granted to or by service providers or to or by customers in which the grant of Intellectual Property is incidental to other performance under such Contracts and entered into in the ordinary course of business consistent with past practice; (vxvii) except as required to comply with applicable Data Protection Laws, materially modify any privacy policies, notices or statements in a manner that (A) limits the ability or right of MDC or any MDC Subsidiary to share or transfer data in connection with the Transactions, or (B) limits MDC’s or any MDC Subsidiary’s (or following the Closing, any Stagwell Subject Entity’s) use of the data; (xviii) (A) except to the extent required by any MDC Benefit Plan as in effect on the date of this Agreement, grant any loan to or materially increase the compensation or benefits of any MDC Participant, other than in the ordinary course of business consistent with past practice, (B) amend, modifyadopt, extend or changeestablish, or waiveagree to establish, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing Date; (vi) enter into or engage terminate any collective bargaining agreement or other labor union contract, (C) take any action to fund or in any speculative hedging transaction other way secure the payment of compensation or other transaction benefits under any MDC Benefit Plan, or (D) hire any new employee, except for the hire of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than employees in the ordinary course of business or as required on consistent with past practice (including to fill vacancies) where such hiring does not relate to an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures employee with an annual base salary in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons500,000; (viiixix) change or modify in any material accounting respect any policies or procedures for or timing of the collection of accounts receivable (or any other trade receivables), payment of such Persons accounts payable (or any other trade payables), billing of its customers, pricing and payment terms, cash collections, cash payments or terms with suppliers, in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Personseach case, other than as changes required by GAAP suppliers, vendors and service providers or a change otherwise occurring in applicable Lawthe ordinary course of business; (ixxx) change or modify any material Tax elections, settle material Tax audits, extend any statute of limitations or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take allow to lapse any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effectmaterial licenses; or (xvxxi) agree agree, authorize or commit to take do any of the actions described aboveforegoing.

Without limiting the generality of Section 6. 1(a2(a), from and after the date of this Agreement until the Effective Time, except for actions required to be taken by the Company or any of its Subsidiaries in the performance of their respective obligations under the Company Material Contracts, or as otherwise expressly permitted by Section 6.2(a), unless Parent has consented in writing thereto, which consent will not be unreasonably withheld (except with respect to subsections (vii), (viii) and (xiv), for which Parent may withhold consent for any or no reason), or except as set forth on Schedule 6.1 of the Plains Disclosure Schedules, as otherwise expressly required contemplated or expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to in writing by Oryxthe Company shall not, the Plains Parents covenant and agree that during the Interim Period (x) they shall not permit any member of the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):its Subsidiaries to: (i) amend the their respective certificate of incorporation, bylaws, or other organizational documents of any such Persondocuments; (ii) effect subject to Section 6.1(d)(i) and the Company's obligations with respect to the ESPP, 8% Notes Debt, or the Option Plans, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any recapitalization, reclassification, equity shares of its capital stock or other ownership interest split, combination or similar change in the capitalization of Company or any Subsidiaries or any securities convertible into or exchangeable for any such Person shares or issue ownership interest, or grant any equity interest rights, warrants or options to acquire or with respect to any Personsuch shares of capital stock, ownership interest, or convertible or exchangeable securities; (iii) subject to the Company's obligations with respect to the ESPP, 8% Notes Debt, or the Option Plans, split, combine or reclassify its capital stock, or otherwise change its capitalization as it exists on the date hereof, or propose the issuance of any other than securities in respect of, in lieu of or in substitution for, shares of its capital stock or any other equity interest; (iv) grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its capital stock or take any action to cause to be exercisable any otherwise unexercisable option under the Option Plans or create any new equity based plan, convertible security, or right to acquire any capital stock of the Company (except (a) as otherwise required by the express terms of any unexercisable options outstanding on the date hereof, (b) in connection with grants of options to purchase Company Common Stock to newly hired non-executive employees of the Company or any of its Subsidiaries in the ordinary course of business, consistent with past practice or (Ac) createas may be required with respect to the ESPP, 8% Notes Debt, or the Option Plans,. (v) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or property or any combination thereof) with respect to any shares of its capital stock or other ownership interests, including any constructive or deemed distributions, or make any other payments to shareholders in their capacity as such (other than any such payments by any Subsidiary to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of the Subsidiaries; (vii) transfer, license, mortgage, encumber, sell, lease or otherwise dispose of any of its material assets (including capital stock of the Subsidiaries); provided that (x) the Company may sell, transfer or dispose of the stock or assets of the International Center for Safety Education, a Subsidiary of the Company, in an arms-length transaction to any Person that is not an Affiliate of the Company and (y) the Company may sell, transfer or dispose of the Arizona Real Estate in an arms-length transaction to any Person that is not an Affiliate of the Company; (viii) enter into a new, or extend an existing, license with Intercast Europe S.P.A. with respect to the Company's Cleargard(R) transparent polyurethane polymers; (ix) acquire by merger, purchase or any other manner, any business, entity or division, or make any capital expenditures or otherwise acquire any material property or assets, except for purchases of supplies or capital equipment in the ordinary course of business, consistent with past practice; (x) incur, guaranteeassume, or assume otherwise become liable for any indebtedness for borrowed money in excess of US$10,000, individually, or otherwise become liable US$50,000 in the aggregate, except (w) for any indebtedness which is Funded Indebtedness, (x) for checks or responsible for other instruments endorsed by the Company or any of its Subsidiaries, and (y) indebtedness to trade creditors of the Company or its Subsidiaries, in the ordinary course of business, consistent with past practice; (xi) guaranty any obligation in excess of US$10,000, individually, or US$50,000, in the aggregate, except pursuant to any potential increase in the Company's guaranty obligations of any other Person; related to its former Airline Interiors facility located at 00000 Xxxxxx Xxxxxx, Poway, California. (Bxii) make or forgive any loans, advances, advances or capital contributions to, or investments in, any other Person; or Person (C) mortgage or pledge any of the assets used in the Plains Permian Business; (iv) other than advances in respect of business expenses and loans and advances in respect of relocation arrangements, in each case made to officers or employees in the ordinary course of business, acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any Plains Permian Assets having a value in excess of $10,000,000consistent with past practice); (vxiii) modify, amend, terminate or waive any rights under any confidentiality agreement entered into in connection with any Alternative Transaction, except in the case of a modification, amendment, or waiver that would not make such agreement less restrictive than the Parent - Company Confidentiality Agreement; (xiv) enter into any agreement or contract which requires the payment by the Company or any of its Subsidiaries after the Effective Time of more than US$150,000, individually, or US$500,000 in the aggregate, or which is not cancelable upon thirty (30) days' notice without payment of a penalty; (xv) modify, amend, terminate or waive any rights under any Company Material Contracts, except in the ordinary course of business consistent with past practice, amend, modify, extend or change, or waive, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing Date; (vixvi) except as may be required of the Company or any of its Subsidiaries under any plan, agreement, policy, arrangement, or obligation currently in effect, or as otherwise required by Applicable Law: (a) increase the compensation, severance, bonus or, other benefits payable or to become payable to any of the directors, officers or employees of the Company or any of its Subsidiaries, (b) grant any severance or termination pay to, or enter into any new employment, consulting, retention, salary continuation or engage severance agreement with, any officer or director of the Company or any of its Subsidiaries, or (c) establish, adopt, enter into, amend or modify in any speculative hedging transaction material respect any collective bargaining agreement, employee benefit plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company or any of its Subsidiaries, or any of their beneficiaries; (xvii) take any action to change accounting policies, procedures or practices, except as required by a change in GAAP or Applicable Law after the date hereof ("Reporting Requirements"); (xviii) subject to Section 6.3 or the submission of a Superior Transaction to the vote of the Company's shareholders, and except for the election of directors in the ordinary course at an annual meeting of the Company's shareholders to be held concurrently with the Shareholders Meeting, approve or authorize any action to be submitted to the shareholders of the Company for approval other than pursuant to this Agreement; (xix) materially change any method of reporting income, deductions or other transaction material items for income Tax purposes, make or change any material election with respect to Taxes, agree to or settle any material claim or assessment in respect of a speculative nature that would be Taxes in violation of Section 6.17 hereto, or agree to an extension or waiver of the Plains Trading and Risk Management Policies; (vii) limitation period to any material claim or assessment in respect of Taxes, other than in the ordinary course of business consistent with past practice or as required on an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Personsby Reporting Requirements; (viiixx) change settle or modify compromise any material accounting policies Company Litigation, or other pending or threatened suit, action, or claim in violation of Section 6.17 hereto; (xxi) demand the acceleration of payment any account receivable or trade receivable when such invoice is not in default, or accept an accelerated payment of less than the amount of the original invoice of any accounts receivable or trade receivables as a result of such Persons a discount granted by the Company, in a manner that is inconsistent either case not in the ordinary course of business consistent with past practice (provided that the sole and exclusive remedy for a breach of this Section 6.2(b)(xxi) shall be a reduction of the Total Consideration as set forth in a way that would materially and adversely affect any Part B of such Persons, other than as required by GAAP or a change in applicable LawSchedule I); (ixxxii) change or modify any material Tax elections, settle material Tax audits, extend any statute of limitations or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any binding oral or written agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effect; or (xv) agree or commit to take any of the actions described aboveprohibited by this Section 6.2(b).

Without limiting the generality of Section 6. 1(a), ) and except as set forth on Schedule 6.1 of the Plains Disclosure Schedules, as expressly required or expressly permitted contemplated by this Agreement, Agreement or as may be required by applicable Law or otherwise consented to in writing by OryxLaw, the Plains Parents covenant and agree that during the Interim Period (x) they Period, without the prior written consent of Parent, the Company shall not, and shall not permit any other member of the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):to: (i) amend the organizational documents of any such Personits Organizational Documents (whether by merger, consolidation or otherwise); (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in the capitalization case of the Company, (A) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any such Person shares of Company Capital Stock or issue (B) redeem, repurchase or grant otherwise acquire or offer to redeem, repurchase or otherwise acquire any equity interest to any Personof outstanding shares of Company Capital Stock; (iii) other than in the ordinary course of business, (A) createissue, incurdeliver, guaranteesell, pledge, dispose of or encumber any capital stock or other equity or voting securities, securities convertible, exchangeable or exercisable into capital stock or other equity or voting securities, or assume warrants, options or other rights to acquire capital stock or other equity or voting securities, of the Company or any indebtedness for borrowed money or otherwise become liable or responsible for Subsidiary of the obligations of any other Person; Company, (B) make amend any loansterms of any capital stock or other equity or voting securities of the Company (whether by merger, advances, consolidation or capital contributions to, or investments in, any other Person; otherwise) or (C) mortgage split, combine, subdivide or pledge reclassify any shares of the assets used in the Plains Permian Businesscapital stock or other equity or voting securities; (iv) other than make any capital expenditures or incur any obligations or liabilities in respect thereof, except for any capital expenditures not to exceed $100,000 individually or $250,000 in the ordinary course aggregate; (v) acquire (by merger, consolidation, acquisition of business, acquire, sell, lease, transfer, stock or otherwise dispose ofassets or otherwise), directly or indirectly, any Plains Permian Assets having a value assets (outside the ordinary course of business consistent with past practice), securities, properties, interests or businesses that are material individually or in excess of $10,000,000the aggregate; (vvi) except sell, lease or otherwise transfer, or create or incur any Encumbrance (other than Permitted Encumbrances) on, any of the assets, securities, properties, interests or businesses of the Company Group, other than sales and licenses of the Company Group's Products and Services in the ordinary course of business consistent with past practice; (vii) incur, amend, assume or guarantee any Indebtedness other than any Indebtedness under revolving the Company's existing credit facility; provided, that for the avoidance of doubt ordinary course trade payables shall not be considered Indebtedness; (viii) mortgage, pledge or subject to any Encumbrance any portion of the Company Group's properties or assets, other than Permitted Encumbrances; (ix) make any loan, advance or capital contribution to or investment in any Person; (x) materially modify, extend amend, cancel or changeterminate any rights, or waive, release, grant, terminate or transfer waive any material rights underrights, under any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under enter into any Contract that would have been a Plains Material Contract or Plains Marketing Contract if had it had been in effect as entered into prior to the date of the Signing Datethis Agreement; (vixi) enter into or engage in any speculative hedging transaction or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than in the ordinary course of business or as required on an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons; (viii) change or modify any material accounting policies of any of such Persons in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Persons, other than as required by GAAP Law or a the terms of an Employee Benefit Plan in existence as of the date hereof, (A) increase or accelerate the vesting or payment of any compensation or benefits provided or payable or to become provided or payable to any officer, director, manager or employee of the Company Group, (B) hire, promote, terminate the employment (other than for cause) or otherwise change the employment status or title of any employee with an annual base salary exceeding $250,000, (C) enter into any new or amend any existing employment, severance, retention or change in applicable Law; control agreement with any of its officers, directors or employees, (ixD) change adopt, establish, amend or terminate any Employee Benefit Plan, or any agreement, plan, policy, trust, fund or other arrangement that would constitute an Employee Benefit Plan if it were in existence on the date hereof, or (E) enter into, amend or modify any material Tax elections, settle material Tax audits, extend collective bargaining agreement or union contract with any statute of limitations labor organization or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Planunion; (xii) hire fail to maintain, dedicate to the public, allow to lapse, or abandon, including by failure to pay the required fees in any individual as an employee on jurisdiction, any Intellectual Property used in and material to the payroll business of any of such Personsthe Company Group; (xiii) enter intochange the Company Group's methods of accounting or accounting practices, or become bound by, any collective bargaining agreement or other Contract with any Labor Organizationexcept as required by concurrent changes in GAAP as agreed to by the Company Group's independent public accountants; (xiv) other than commence, settle, or offer or propose to settle any agreement with material Action involving or against any member of the Company Group or settle any Action which involves any non-monetary relief; (xv) (A) cancel, compromise, waive or release any material right, debt or claim of the Company Group; or (B) delay or postpone the payment of payables or accelerate the payment of receivables; (xvi) change any material Tax election, settle or compromise any claim, notice, audit report or assessment in respect to assets of material Taxes, change any annual Tax accounting period, change any material method of Tax accounting, amend any Tax Return that will be conveyed have a material effect on Parent or the Surviving Corporation (or their Affiliates) in a Post-Closing Tax Period, or surrender any right to claim a material Tax refund; (xvii) take any action for the winding up, liquidation, dissolution or reorganization of the Company or any Subsidiary or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effectrevenues; or (xvxviii) agree agree, resolve or commit to take do any of the actions described aboveforegoing.

Without limiting the generality of Section 6. 1(a), ) and except as set forth on Schedule 6.1 of the Plains Disclosure Schedules, as expressly required or expressly permitted contemplated by this Agreement, Agreement or as may be required by applicable Law or otherwise consented to in writing by OryxLaw, the Plains Parents covenant and agree that during the Interim Period (x) they Period, without the prior written consent of Parent, the Company shall not, and shall not permit any other member of the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):to: (i) amend the organizational documents of any such Personits Organizational Documents (whether by merger, consolidation or otherwise); (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in the capitalization case of the Company, (A) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any such Person shares of Company Capital Stock or issue (B) redeem, repurchase or grant otherwise acquire or offer to redeem, repurchase or otherwise acquire any equity interest to any Personof outstanding shares of Company Capital Stock; (iii) other than in the ordinary course of business, (A) createissue, incurdeliver, guaranteesell, pledge, dispose of or encumber any capital stock or other equity or voting securities, securities convertible, exchangeable or exercisable into capital stock or other equity or voting securities, or assume warrants, options or other rights to acquire capital stock or other equity or voting securities, of the Company or any indebtedness for borrowed money or otherwise become liable or responsible for Subsidiary of the obligations of any other Person; Company, (B) make amend any loansterms of any capital stock or other equity or voting securities of the Company (whether by merger, advances, consolidation or capital contributions to, or investments in, any other Person; otherwise) or (C) mortgage split, combine, subdivide or pledge reclassify any shares of the assets used in the Plains Permian Businesscapital stock or other equity or voting securities; (iv) other than make any capital expenditures or incur any obligations or liabilities in respect thereof, except for any capital expenditures not to exceed $100,000 individually or $250,000 in the ordinary course aggregate; (v) acquire (by merger, consolidation, acquisition of business, acquire, sell, lease, transfer, stock or otherwise dispose ofassets or otherwise), directly or indirectly, any Plains Permian Assets having a value assets (outside the ordinary course of business consistent with past practice), securities, properties, interests or businesses that are material individually or in excess of $10,000,000the aggregate; (vvi) except sell, lease or otherwise transfer, or create or incur any Encumbrance (other than Permitted Encumbrances) on, any of the assets, securities, properties, interests or businesses of the Company Group, other than sales and licenses of the Company Group's Products and Services in the ordinary course of business consistent with past practice; (vii) incur, amend, assume or guarantee any Indebtedness other than any Indebtedness under revolving the Company's existing credit facility; provided, that for the avoidance of doubt ordinary course trade payables shall not be considered Indebtedness; (viii) mortgage, pledge or subject to any Encumbrance any portion of the Company Group's properties or assets, other than Permitted Encumbrances; (ix) make any loan, advance or capital contribution to or investment in any Person; (x) materially modify, extend amend, cancel or changeterminate any rights, or waive, release, grant, terminate or transfer waive any material rights underrights, under any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under enter into any Contract that would have been a Plains Material Contract or Plains Marketing Contract if had it had been in effect as entered into prior to the date of the Signing Datethis Agreement; (vixi) enter into or engage in any speculative hedging transaction or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than in the ordinary course of business or as required on an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons; (viii) change or modify any material accounting policies of any of such Persons in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Persons, other than as required by GAAP Law or a the terms of an Employee Benefit Plan in existence as of the date hereof, (A) increase or accelerate the vesting or payment of any compensation or benefits provided or payable or to become provided or payable to any officer, director, manager or employee of the Company Group, (B) hire, promote, terminate the employment (other than for cause) or otherwise change the employment status or title of any employee with an annual base salary exceeding $250,000, (C) enter into any new or amend any existing employment, severance, retention or change in applicable Law; control agreement with any of its officers, directors or employees, (ixD) change adopt, establish, amend or terminate any Employee Benefit Plan, or any agreement, plan, policy, trust, fund or other arrangement that would constitute an Employee Benefit Plan if it were in existence on the date hereof, or (E) enter into, amend or modify any material Tax elections, settle material Tax audits, extend collective bargaining agreement or union contract with any statute of limitations labor organization or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Planunion; (xii) hire fail to maintain, dedicate to the public, allow to lapse, or abandon, including by failure to pay the required fees in any individual as an employee on jurisdiction, any Intellectual Property used in and material to the payroll business of any of such Personsthe Company Group; (xiii) enter intochange the Company Group's methods of accounting or accounting practices, or become bound by, any collective bargaining agreement or other Contract with any Labor Organizationexcept as required by concurrent changes in GAAP as agreed to by the Company Group's independent public accountants; (xiv) other than commence, settle, or offer or propose to settle any agreement with material Action involving or against any member of the Company Group or settle any Action which involves any non-monetary relief; (A) cancel, compromise, waive or release any material right, debt or claim of the Company Group; or (B) delay or postpone the payment of payables or accelerate the payment of receivables; (xvi) change any material Tax election, settle or compromise any claim, notice, audit report or assessment in respect to assets of material Taxes, change any annual Tax accounting period, change any material method of Tax accounting, amend any Tax Return that will be conveyed have a material effect on Parent or the Surviving Corporation (or their Affiliates) in a Post-Closing Tax Period, or surrender any right to claim a material Tax refund; (xvii) take any action for the winding up, liquidation, dissolution or reorganization of the Company or any Subsidiary or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effectrevenues; or (xvxviii) agree agree, resolve or commit to take do any of the actions described aboveforegoing.

Without limiting the generality of Section 6. 1(a), during the Pre-Closing Period and except (w) as set forth on Schedule 6.1 of in the Plains Company Disclosure SchedulesLetter, (x) as expressly required or by applicable Law, (y) as expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to in writing by Oryx(z) any COVID-19 Measure, the Plains Parents covenant Company shall not and agree that during the Interim Period (x) they shall not permit any member of its Subsidiaries, without the prior written consent of Parent (which consent shall be requested by the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)accordance with Section 6.1(c) and (z) solely with respect to the Plains Permian Business will not be unreasonably delayed, withheld or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)conditioned by Parent): (i) amend the organizational documents (A) declare, set aside or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any such Personof its capital stock or shares or (B) directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Company Stock Option or Company Equity Award except, in each case, (1) for the declaration and payment of dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company solely to its parent, (2) as a result of net share settlement of any Company Stock Option or Company Equity Award or to satisfy the exercise price or withholding Tax obligations in respect of any Company Stock Option or Company Equity Award or (3) for any forfeitures of Company Stock Options or Company Equity Awards; (ii) effect issue, sell, pledge, dispose of or otherwise encumber, or authorize the issuance, sale, pledge, disposition or other encumbrance of, (A) any recapitalizationshares of capital stock or other ownership interest in the Company or any of its Subsidiaries, reclassification(B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest, (C) any phantom equity interest split, combination or similar change in the capitalization of contractual rights or (D) any rights, warrants or options to acquire or with respect to any such Person shares of capital stock, ownership interest or issue convertible or grant any equity interest exchangeable securities except, in each case: (1) for issuances in respect of (w) Company Stock Options and Company Equity Awards outstanding on the date of this Agreement or issued in accordance with the terms of this Agreement, (x) pursuant to contractual obligations existing on the date of this Agreement, including those related to any Personoffer of employment, as set forth in Section 6.1(b)(ii) of the Company Disclosure Letter or (y) the operation of the Company ESPP in accordance with the terms of this Agreement, or (2) for transactions solely between or among the Company and its wholly owned Subsidiaries; (iii) except as required by the terms of a Company Plan as in effect as of the date of this Agreement (A) grant or increase any severance, change of control, retention, termination or similar pay, or bonuses, or increase any wages, salary or other compensation or benefits, with respect to any of the Company’s or any of its Subsidiaries’ directors, officers or employees, except for (x) increases in base wages or salary in the case of annual raises and promotions consistent with past practice and (y) de minimis employee recognition and similar awards and payments consistent with past practice, or amend any existing arrangement relating thereto, (B) establish, adopt, enter into, amend or terminate any material Company Plan, or (C) establish, adopt or enter into any plan, agreement or arrangement, or otherwise commit to, gross up or indemnify, or otherwise reimburse any current or former service provider for any Tax incurred by such service provider, including under Section 409A or Section 4999 of the Code; (iv) adopt, enter into or amend any collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body applicable to the Company or its Subsidiaries; (v) commence any new offering or offering period under the Company ESPP or grant, amend or modify, or exercise any discretionary authority to accelerate the vesting of, any awards under any Company Equity Plan, except in accordance with Section 6.1(b)(ii); (vi) hire or engage the services of any individual as a director, officer, employee or Contractor, except, (A) with respect to positions below the level of Senior Vice President, consistent with the budget previously disclosed to Parent prior to the date of this Agreement, (B) to fill open positions below the level of Vice President or (C) to replace an individual below the level of Vice President who departs following the date of this Agreement (provided that such individual hired or engaged is provided salary, bonuses and benefits by the Company substantially comparable to amounts provided to such Person whose employment or engagement with the Company was terminated) or (D) with respect to Contractors, in the ordinary course of business under arrangements that can be terminated on not more than thirty (30) days’ notice and without penalty, or terminate the service of any director, officer or employee other than for cause; (vii) amend, waive or rescind any of the Company Organizational Document or the comparable charter or organization documents of any of its Subsidiaries, adopt a shareholders’ rights plan or enter into any agreement with respect to the voting of its capital stock; (viii) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock; (ix) effect a merger of consolidation of the Company or any of its Subsidiaries adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of the Company or any of its Subsidiaries; (x) subject to clause (xi), make any capital expenditures that are individually or in the aggregate in excess of $2,000,000; (xi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the material assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets of any other Person, except for the purchase of materials from suppliers or vendors in the ordinary course of business or in individual transactions involving less than $500,000 in assets; (xii) except with respect to any intercompany arrangements, (A) incur any Indebtedness for borrowed money, issue or sell any debt securities, renew or extend any existing credit or loan arrangements, enter into any “keep well” or other agreement to maintain any financial condition of another Person or enter into any agreement or arrangement having the economic effect of any of the foregoing, except for short-term Indebtedness incurred in the ordinary course of business, (A) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (B) make any loansloans or advances to any other Person (except for business expenses to its service providers in the ordinary course of business consistent with past practice), advances, or (C) make any capital contributions to, or investments in, any other Person; Person or (CD) mortgage repurchase, prepay or pledge refinance any Indebtedness for borrowed money or in excess of the assets used in the Plains Permian Business$500,000; (ivxiii) other than sell, transfer, license, sublicense, assign, mortgage, encumber or otherwise abandon, permit to lapse, withdraw or dispose of (A) any tangible assets with a fair market value in excess of $500,000 in the aggregate or (B) any Owned Intellectual Property or Exclusive Intellectual Property, except, in the case of clause (A), sales of obsolete equipment in the ordinary course of business or, in the case of clause (B), with respect to non-exclusive licenses that are incidental to performance under the applicable agreement, which agreement is entered into in the ordinary course of business; (xiv) commence, acquirepay, selldischarge, leasesettle, transfer, compromise or otherwise dispose of, directly or indirectly, satisfy any Plains Permian Assets having a value Action that (A) does not arise out of the Contemplated Transactions for monetary consideration in excess of $10,000,0001,000,000, (B) imposes equitable or injunctive relief that would have a material and adverse effect on the operations of the Company and its Subsidiaries and (C) does not relate to any actual or potential violation of any criminal Law; (vxv) except in the ordinary course change its fiscal year, revalue any of business consistent with past practiceits material assets or change any of its material financial, amendactuarial, modify, extend reserving or change, Tax accounting methods or waive, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing Date; (vi) enter into or engage practices in any speculative hedging transaction or other transaction of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than in the ordinary course of business or as required on an emergency basis or for the safety of individuals or the environmentrespect, commit to make any future capital expenditures in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons; (viii) change or modify any material accounting policies of any of such Persons in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Persons, other than except as required by GAAP or a change in applicable Law; (ixxvi) (A) make, change or modify revoke any material Tax electionselection with respect to the Company or any of its Subsidiaries, settle (B) file any amendment to any income Tax Return or other material Tax auditsReturn, (C) enter into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. law) or Tax Sharing Agreement (other than any Tax Sharing Agreement to which only two or more of the Company and its Subsidiaries are party), (D) extend or waive the application of any statute of limitations regarding the assessment or amend collection of any income Taxes or other material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant or (E) settle or compromise any material Tax liability with respect to one the Company or any of the Divisive Merger Agreementsits Subsidiaries, or surrender any right to claim a material Tax refund; (A) waive, release or assign any material rights or claims under, renew, terminate, cancel, affirmatively determine not to renew, materially amend, materially modify, exercise any material options or material rights under or terminate, any Company Material Contract, (B) enter into any Contract that, if existing on the date hereof, would be a Company Material Contract or (C) amend or modify any Contract in existence on the date hereof that, after giving effect to such amendment or modification, would be a Company Material Contract; (xviii) abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any Company Permits in a manner that would materially impair the operation of the business of the Company and its Subsidiaries; (xix) (A) forgive any loans to directors, officers, employees or any of their respective Affiliates or (B) enter into any transactions or Contracts with any Affiliates or other Person that would be required to be disclosed by the Company under Item 404 of Regulation S-K of the SEC; (xx) disclose to any third party, other than under a confidentiality agreement for or other legally binding confidentiality undertaking, any material trade secret of the acquisition Company or any of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined its Subsidiaries that is included in the Intellectual Property of the Company LLC Agreement in a way that results in loss of material trade secret protection thereon, except for any such disclosures made as if such agreement was a result of publication of a patent application filed by the Company or any of its Subsidiaries or in effectconnection with any required regulatory filing; (xxi) (A) commence any clinical study other than those set forth on Section 6.1(b)(xxi)(A) of the Company Disclosure Letter, or (B) unless mandated by any Governmental Body, make any material change to, discontinue, terminate or suspend any clinical study without first consulting Parent in good faith; or (xvxxii) authorize, agree or commit to take any of the actions described abovein clauses (i) through (xxi) of this Section 6.1(b).

Without limiting the generality of Section 6. 1(a01(a), Stagwell covenants and agrees that, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Closing, except (i) as set forth on Schedule 6.1 Section 6.02(b) of the Plains Stagwell Disclosure SchedulesLetter, (ii) as MDC may consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as otherwise required by applicable Laws, (iv) in connection with any COVID-19 Measure or (v) as otherwise expressly required or expressly permitted contemplated by this Agreement, as may be required by applicable Law or otherwise consented Agreement (including pursuant to in writing by Oryxthe Debt Transactions, the Plains Parents covenant Stagwell Restructuring or the Transactions, including the Redomiciliation, the Pre-Redomiciliation Restructuring, the Maxxcom Restructuring, the MDC Merger, the MDC Conversion, the Midas Corporate HoldCo Formation and agree that during the Interim Period (x) they shall Stagwell Contribution), Stagwell shall, to the extent permitted under the applicable organizational documents, cause the Stagwell Subject Entities not permit any member of the Company Group to take do any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):following: (i) amend the organizational documents adopt or propose any change in its certificate of any such Personincorporation or by-laws or other applicable governing instruments; (ii) effect other than with respect to direct or indirect wholly-owned Subsidiaries, merge or consolidate with any recapitalizationother Person, reclassificationor restructure, equity interest splitreorganize or completely or partially liquidate or otherwise enter into any agreements providing for the sale, combination lease, pledge, assignment or similar change in the capitalization other disposition of any such Person their respective material assets, operations or issue or grant any equity interest to any Personbusiness; (iii) acquire any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit, whether by merger or consolidation, purchase of substantial assets or equity interest or any other manner, from any other Person; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any shares of capital stock, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, units, warrants, phantom stock, stock appreciation rights, or any other equity or equity-based compensation or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities; (v) create or incur any Lien securing indebtedness for borrowed money (other than a Lien currently provided for under the Stagwell Credit Agreement or the Term Loan Credit Agreement, any Permitted Lien and/or the grant of any cash collateral in respect of letters of credit issued in respect of, or otherwise securing, ordinary course operating liabilities) on any assets having a value in excess of $5,000,000 in the aggregate; (vi) make any loans, advances, capital contributions to or investments in any Person, other than between or among one or more Stagwell Subject Entities, in each case greater than $5,000,000 or make any guarantees (other than pursuant to the Debt Transactions); (vii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for declared dividends paid by any direct or indirect wholly-owned Subsidiary of Stagwell to SMGH or any other direct or indirect wholly-owned Subsidiary of SMGH and the declaration and payment of cash dividends by SMGH or any of its Subsidiaries to Stagwell so long as such cash dividends would not cause the Stagwell Net Debt Condition to fail to be satisfied at the Closing) or enter into any Contract with respect to the voting of its capital stock; (viii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (ix) incur any indebtedness for borrowed money (which, for the avoidance of doubt, shall not include obligations in respect of cash-collateralized letters of credit issued in respect of, or other grants of cash collateral securing, ordinary course operating liabilities), other than between or among one or more Stagwell Subject Entities, or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security, except for (A) indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice not to exceed $5,000,000 in the aggregate, (B) guarantees incurred in compliance with this Section 6.02(b) and (C) incurrence of indebtedness that would not cause the Stagwell Net Debt Condition to fail to be satisfied at the Closing; (x) make or authorize any capital expenditure in excess of $5,000,000 in the aggregate, (xi) enter into any Contract that would have been a Stagwell Material Contract had it been entered into prior to this Agreement other than (i) in the ordinary course of business consistent with past practice or (ii) Contracts with existing or new clients; (xii) make any material changes with respect to material accounting policies or procedures, except as required by changes in applicable Law or GAAP; (xiii) settle any suit, action, litigation or other proceeding (A) for an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) in a manner that would impose any material restrictions on its assets, operations or businesses or result in any injunction or equitable relief against any Stagwell Subject Entity (or, following the Closing, MDC or any MDC Subsidiary); (xiv) modify or amend in any material respect, grant a material waiver under or terminate any Stagwell Material Contract other than in the ordinary course of business consistent with past practice; (xv) (A) change in any material respect any material method of accounting for Tax purposes; (B) enter into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any material Tax or material Tax Returns (other than in the ordinary course of business, (A) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person); (BC) surrender a right to a material Tax refund; (D) change an accounting period with respect to any material Tax; (E) file an amended Tax Return; (F) change or revoke any material election with respect to Taxes; (G) make any loans, advances, or capital contributions to, or investments in, material election with respect to Taxes that is inconsistent with past practice; (H) file any other PersonTax Return that is inconsistent with past practice; or (CI) mortgage consent to any extension or pledge any waiver of the assets used in the Plains Permian Business; limitations period applicable to any material Tax claim or assessment (iv) other than in the ordinary course of business, acquire); (xvi) transfer, sell, lease, transferlicense, mortgage, pledge, divest, abandon, allow to lapse, cancel, fail to renew, fail to continue to prosecute, protect or defend or otherwise dispose ofof any material tangible or intangible assets (including Intellectual Property), directly licenses, operations, rights, product lines, businesses or indirectlyinterests therein, including the capital stock of any Plains Permian Assets having Subsidiary, except in connection with services provided in the ordinary course of business and sales or other dispositions of obsolete or worn-out assets, except for sales, leases, licenses, divestitures, cancellations, abandonments, lapses, expirations or other dispositions of assets with a fair market value not in excess of $10,000,0005,000,000 in the aggregate and, with respect to licenses of Intellectual Property, except for (A) any Contract for Open Source Software and (B) non-exclusive licenses that are commercially available “off-the-shelf” licenses or granted to or by service providers or to or by customers in which the grant of Intellectual Property is incidental to other performance under such Contracts and entered into in the ordinary course of business consistent with past practice; (vxvii) except as required to comply with applicable Data Protection Laws, materially modify any privacy policies, notices or statements in a manner that (A) limits the ability or right of the Stagwell Subject Entities to share or transfer data in connection with the Transactions, or (B) limits any Stagwell Subject Entity’s (or, following the Closing, MDC’s or any MDC Subsidiary’s) use of the data; (xviii) (A) except to the extent required by any Stagwell Benefit Plan as in effect on the date of this Agreement, grant any loan to or materially increase the compensation or benefits of any Stagwell Participant, other than in the ordinary course of business consistent with past practice, (B) amend, modifyadopt, extend or changeestablish, or waiveagree to establish, release, grant, terminate or transfer any material rights under, any Plains Material Contract or Plains Marketing Contract or enter, amend, extend, change, waive, release, grant or transfer any material rights under any Contract that would have been a Plains Material Contract or Plains Marketing Contract if it had been in effect as of the Signing Date; (vi) enter into or engage terminate any collective bargaining agreement or other labor union contract, (C) take any action to fund or in any speculative hedging transaction other way secure the payment of compensation or other transaction benefits under any Stagwell Benefit Plan, or (D) hire any new employee, except for the hire of a speculative nature that would be in violation of the Plains Trading and Risk Management Policies; (vii) other than employees in the ordinary course of business or as required on consistent with past practice (including to fill vacancies) where such hiring does not relate to an emergency basis or for the safety of individuals or the environment, commit to make any future capital expenditures employee with an annual base salary in excess of $10,000,000 individually or in the aggregate with respect to any of such Persons300,000; (viiixix) change or modify in any material accounting respect any policies or procedures for or timing of the collection of accounts receivable (or any other trade receivables), payment of such Persons accounts payable (or any other trade payables), billing of its customers, pricing and payment terms, cash collections, cash payments or terms with suppliers, in a manner that is inconsistent with past practice in a way that would materially and adversely affect any of such Personseach case, other than as changes required by GAAP suppliers, vendors and service providers or a change otherwise occurring in applicable Lawthe ordinary course of business; (ixxx) change or modify any material Tax elections, settle material Tax audits, extend any statute of limitations or amend any material Tax Returns; (x) liquidate, dissolve or wind up the affairs of any of such Persons; (xi) establish, adopt, enter into, amend, terminate or take allow to lapse any action to accelerate rights under, any Plan; (xii) hire any individual as an employee on the payroll of any of such Persons; (xiii) enter into, or become bound by, any collective bargaining agreement or other Contract with any Labor Organization; (xiv) other than any agreement with respect to assets that will be conveyed to the Company or any of its Subsidiaries pursuant to one of the Divisive Merger Agreements, enter into any agreement for the acquisition of any assets which acquisition would constitute an AMI Opportunity or Relevant Asset Transaction, in each case as such terms are defined in the Company LLC Agreement as if such agreement was in effectmaterial licenses; or (xvxxi) agree agree, authorize or commit to take do any of the actions described aboveforegoing.